Sophie and Company
by cheerful
Summary: Parody of Oliver and Company. When Sophie is turned into a kitten by Maleficent, she finds shelter in Rainbow Dash's gang. But when she meets Howl, she'll have to choose which company to follow.
1. Cast

**Sophie and Company**

Oliver – Sophie (Howl's Moving Castle; turns into a kitten)

Dodger – Rainbow Dash (My Little Pony: Friendship is Magic)

Gang – Twilight Sparkle, Fluttershy, Applejack, Rarity, Pinkie Pie, Spike (My Little Pony: Friendship is Magic); Spongebob SquarePants, Squidward Tentacles, Patrick Star (SpongeBob SquarePants)

Fagin – Flynn Rider/Eugene Fitzherbert, Rapunzel (Tangled)

Jenny – Howl (Howl's Moving Castle)

Winston – Mr. Black, Mr. White, (Johnny Test) Garfield, Odie, (The Garfield Show) The Lorax (Lorax 2012)

Georgette – Angelica Pickles (Rugrats)

Sykes – Maleficent (Sleeping Beauty)

Desoto/Roscoe – Stealth (Stealth Sneak; Kingdom Hearts); Beast (Wyvern; Kingdom Hearts)

An: I don't own any of these characters. All characters belong to their original owners.


	2. Once Upon a Time in Toon Town City

**Ch.1-Once Upon a Time in Toon Town City**

Once upon a time, a long time ago in a city far far away, there was a city called Toon Town City where cartoon, video game, anime, movie, etc. characters lived.

**Now it's always once upon a time in Toon Town City**

**It's a big old bad old tough old town, it's true**

**But beginnings are contagious there**

**They're always settin' stages there**

**They're always turnin' pages there for you**

An 18 year-old girl walked through the streets by herself. She had short silver hair and brown eyes. She wore a blue dress and brown boots. Her name was Sophie. She was a polite girl, but she'd been very lonely ever since she moved to Toon Town City.

**Ain't it great the way it all begins in Toon Town City?**

**Right away you're makin' time and makin' friends!**

Sophie went into an alleyway nearby and decided to sit down and rest. She then fell asleep.

**No one cares where you were yesterday**

**If they pick you out you're on your way**

**To a once upon a time that never ends**

**So, Sophie, don't be shy**

**Get out there and go and try**

**Believing that you're the girl they're dyin' to see**

**'Cause a dream's no crime**

**No once upon a time**

**Once upon a time in Toon Town City**

Suddenly, a few minutes later, rain began to pour down, waking Sophie from her sleep.

"Oh no" she groaned.

**If it's always once upon a time in Toon Town City**

**Why does nightfall find ya feelin' so alone?**

**How could anyone stay starry-eyed**

**When it's raining' cats and dogs outside**

**And the rain is saying "Now you're on your own"**

Sophie got up and began to run, trying to find a shelter from the rain.

"Why did I ever move here? When the fact is that I am on my own with no friends?" she mumbled sadly. Lightning flashed, freaking Sophie out and causing her to run faster.

**So, Sophie, don't be scared**

**Though yesterday no one cared**

**They're getting' your place prepared where you wanna be**

She sighed sadly as she moved on. Neon lights were turning off which meant people were closing for tonight. She went into another alley.

**Keep your dream alive**

Sophie stopped as she heard some hissing. She turned and jumped back upon seeing several dark figures, Heartless.

"What are you doing here?" demanded Sophie.

Instead of answering, the Heartless were about to attack.

**Dreaming is still how the strong survive**

"Leave me alone!" yelled Sophie.

The Heartless then sensed someone and moved aside. A dark figure appeared. It was a woman with green skin and a black robe and yellow eyes. This woman is Maleficent.

"Who are you?" Sophie demanded.

Without a word, Maleficent took out a scepter and suddenly fired a spell at Sophie. A flash appeared covering the girl's view.

**Once upon a time in Toon Town City**

The next thing Sophie knew, she was on all fours and for a good reason. She looked at herself and realized that Maleficent had turned her into a kitten! Sophie's fur was silver and her eyes were deep brown.

"What have you done to me? Change me back!" she demanded.

Maleficent only grinned. "I won't. The only way you will be restored back to normal is if you find true love. But you won't."

Maleficent nodded to the Heartless who got up and advanced towards Sophie again. Sophie gasped and made a run for it.

**Keep your dream alive**

Sophie had finally gotten away from the Heartless and found herself lost again. She sighed sadly as she looked at herself in a puddle.

"What am I going to do? Now my life got worse" she said with a sigh.

Sophie saw a truck nearby and went over to it.

**Dreaming is still how the strong survive**

**Once upon a time in Toon Town City**

**Keep your dream alive**

Sophie went under the truck and sighed. She then lay down and went to sleep. The transformed girl wished, somewhere out there, she would find true love, not because she wanted out of her form.

Because she wanted it.

**Dreaming is still how the strong survive**

**Once upon a time in Toon Town City**

**And it's always once upon a time in Toon Town City**


	3. Meet Rainbow Dash

**Ch.2-Meet Rainbow Dash**

The next morning, Sophie was still asleep, until she heard the sound of the truck's engine starting. The young girl-turned-kitten woke up groggily, and she looked to her left to see that the back tire was about to run her over. Luckily, Sophie got out of the way. She then sighed in relief.

"That was a close call," Sophie said, shaking herself off. "Well, I won't free myself from this spell by sitting around. Maybe I can find someone who can help me."

Then, she heard rap music coming from a Toon Town City citizen, who was listening to a boom box and dancing to the beat as she walked.

Rapper (from radio): **You see the feet walkin' down the street in the fast lane**

**Walkin' on the street where they goin'**

**Just makin' a move tryin' to survive**

**Find a way or not to stay alive**

**Cool cat in a cruel world**

**Knows good from bad, his mind is in a swirl**

Sophie then smiled and danced to the song as it continued.

**Got to look out and open your eyes**

**If you're in a jam, you got to realize**

**You're in the fast lane**

Chorus (from radio): **Wait, wait, wait, wait a minute**

Rapper (from radio): **You're in the fast lane**

After the song ended, Sophie stopped dancing and smiled.

Then, a girl named May (Pokemon) and her little brother Max (Pokemon) walked by. Max then let go of May's hand and petted Sophie. The transformed girl liked this and licked Max's face, earning a laugh from the boy.

May then came up to Max and took his hand. "C'mon, Max. We're gonna be late for school" the ten year old girl told her younger brother and they began to walk off again.

Max then looked at Sophie with a sad look. "Kitty" the little boy said sadly.

"You can play with the kitty later, Max. But now, we gotta get going. We're gonna be later than usual." May said as she and Max crossed the street.

Sophie sighed and then went across the street to follow after May and Max, only to almost be run over by a car when she tried to cross the street.

"Why don't you watch where you're going?" snapped Mort, the pig driver of the car, back at Sophie. His brothers Gort and Wart yelled back in agreement.

(Author's note: Mort, Gort, and Wart are Orson the pig's brothers from Garfield and Friends, in the U.S. Acres segment)

Sophie quickly got back on the street, and sighed in relief. Then she said "Cars seem bigger when you're a cat."

Then more people walked by her until she got out of the way. Then she heard a vendor named Pete (Mickey Mouse's arch enemy) pushing a hotdog cart, singing to himself. Pete then snubbed Sophie and ignored her very existence.

"Hey, 'scuse-a me! Can't ya see I'm pushing something here?!" Pete snapped at a man named Luigi. "Thank you!" Pete said, then he continued humming and singing. "Hey, come on, folks! Step right up!"

Just then, Sophie got a whiff of the hot dogs, and she walked over to the cart.

"Get your hotdogs! The best hotdogs in town!"

Pete: **A lunch-a-de-a**

"HEY! It's a beautiful day, eh?" Pete asked, and he called out. "Come on folks, step right up!"

Then he started whistling, until he noticed Sophie sniffing at the cart.

"What the-? Hey, go on! Get outta here! Shoo! Get outta here! Go on, furball!" Pete snapped at her.

"Oh, sorry!" Sophie said with a frown, walking away for a bit. Then she came back because she couldn't resist the smell of fresh hot dogs.

Across the street, another figure was hanging around, people, or rather boy-watching. She was a Pegasus with blue fur, a rainbow mane and tail, pink eyes and a marking of a cloud and a rainbow shaped lightning bolt on her flank. Her name is Rainbow Dash.

She always had a cool remark about the present situation, and a charming attitude for the men. Rainbow Dash spotted Melvin (The Lorax) and whistled at him.

The mule turned around. Rainbow Dash was making kissing noises at him.

"Hey there," Rainbow Dash said seductively.

Melvin frowned before he pulled his master's wagon.

"Ooh, la-de-da." Rainbow Dash hummed. Then she noticed Pete who was fending Sophie off. "Well, well, well. Looks like Peg-Leg Pete's got a visitor. Could be time for the 'Rainbow Dash' to turn this into a total 'catastrophe disaster'" she concluded with a smirk.

Finally, Pete shook Sophie off, and sent her flying into a garbage can. A banana peel then slid off the top of the garbage can, right onto Sophie's head.

"Ugh." Sophie said in disgust, then she took the banana peel off of her head and tossed it aside. "Being homeless is not good. What am I gonna do?"

"Well, let's just say you picked the wrong guy to get hot dogs from, kid" A voice said sounding exactly like a cool person.

The transformed girl froze and spun around to see Rainbow Dash lying on another trash can lid. Sophie then stepped back and said in a threatening tone, "You get away from me!"

"Whoa! Chill out, girl!" Rainbow Dash said. "I don't hurt cats, too much fur. I've been watching you, and I think you're in serious need of some professional help from someone like me." Rainbow Dash then got down. "So what do ya say we team up and change that vendor's mind about sharing some of those hot dogs?"

"Huh? No thank you! Forget it! I'm not going back there again." Sophie said to Rainbow Dash.

"Hey, it'll be a snap, kid. I'm an expert at these things. All you gotta do is learn some moves." Rainbow Dash explained.

"Moves?" Sophie asked in confusion.

"Y'know, tempo. Ooh-cha-ba a rhythm. This city's got a beat. You gotta hook into it." Rainbow Dash explained. "And once you got the beat, you can do anything."

"I can?" Sophie asked.

"Absotively posilutely!" Rainbow Dash said. She then pointed over to Pete as she continued. "The man you see before you can be affectionately known as "Pete," a well-known enemy of this city's non-paying population. Our mission, pal, is to liberate those all-beef kosher franks and hightail it outta here. Starting to feel that rhythm?"

"Well…" Sophie said. Then, she looked down and thought a moment. Then she heard a jackhammer rattling that got to her. She then exclaimed the next sentence with a smile. "Yes! I do feel it! When are we gonna get those hotdogs?"

"Right…now." Rainbow Dash replied, smirking. Then she flew very fast at Sophie who freaked out and ran into Pete. While Pete was distracted, Rainbow Dash snuck by, swiped a rope of hot dogs, wrapped it around her neck, and trotted off, wearing the rope of hot dogs like it was a scarf.

"HEY, GET OUTTA MY SHIRT!" Pete yelled at Sophie, who was still inside of Pete's shirt. "I'LL GET YOOOUU!"

After getting out of Pete's shirt, Sophie jumped onto a mustard bottle, squirting mustard in Pete's face. The kitten then escaped through a hole in some plywood.

"GET OUTTA HERE!" Pete yelled angrily as he threw the mustard bottle at Sophie but missed.

Later, Sophie and Rainbow Dash came to a construction site. Sophie was panting while the Pegasus was calmly humming a song.

"Hey," Rainbow Dash said. "You really got that rhythm, kid."

"Yes, we sure do, Rainbow Dash" Sophie said with a smile. "I was good, huh? Oh we forgot to introduce ourselves: I'm Sophie."

Rainbow Dash said, "Nice to meet you. Name's Rainbow Dash."

Sophie asked, "So when are we gonna eat?"

Rainbow Dash stopped in her tracks and looked at the cat. "We?" She asked.

"Yes, I'm starving!" Sophie said.

"Listen kid," Rainbow Dash told her. "I hate to break it to ya, but the dynamic duo is now the dynamic uno."

"What's that supposed to mean?" Sophie asked in confusion.

"What I mean is, our partnership is herewith absolved." Rainbow Dash explained. And with that, she hopped into a concrete tube that was being lifted up by a crane, along with the hot dogs still wrapped around her neck like a scarf.

"Hey wait a minute!" Sophie yelled up. "You're not being fair!"

"Fair is for tourists, kiddo." Rainbow Dash said. "Consider it a free lesson in street savoir-faire from Toon Town City's coolest Pegasus. Check you later!" She then jumped onto another crane

"Hey, wait! I HELPED YOU GET THOSE!" The kitten shouted, chasing after the Pegasus. "HALF OF THOSE ARE MINE! RAINBOW DASH, COME BACK HERE!" She snuck up onto a girder that was being lifted by a crane.

Later on, Rainbow Dash landed on the ground, and she began walking away as she hummed a tune. Then, she saw ahead Sophie, who jumped onto a traffic horse in front of her. Rainbow Dash wasn't shocked of course; she knew what she was doing.

"You want 'em? Come and get 'em!" Rainbow Dash said with a smirk. She threw her head back and howled like a dog.

Rainbow Dash: **Uh-huh**

"But I'm warnin' ya, kid." Rainbow Dash said as she jumped onto a car and stood on it. Then, she began to sing.

Rainbow Dash: **One minute I'm in Central Park**

Rainbow Dash then hopped onto another car, which was next to a billboard with a painting of a Central Park scene on it and she did a pose. She then jumped to another car as she continued.

**Then I'm down on Delancey Street**

Sophie jumped from car to car, trying to catch Rainbow Dash. The Pegasus then landed on the mixer a cement truck and walked in rhythm along the rolling.

**Say, from the Bow'ry to St Marks! Unh!There's a syncopated beat**

Rainbow Dash then jumped to the other side and rode the mixer.

**Like I said woo-hoo, woo-hoo-hoo!**

Sophie then got on the mixer and tried to snatch the hot dog rope from Rainbow Dash, only to slip and fall onto wet cement.

**I'm streetwise, I can improvise**

Rainbow Dash then slid on the cement slide and landed on the wet cement and walked in it.

**I said woo-hoo, woo-hoo-hoo!**

Sophie glared at Rainbow dash, and then looked at her paws (which were covered with wet cement) in disgust.

**I'm street smart, I've got Toon Town City heart**

Rainbow Dash then got out of the wet cement, and put her left hoof on a water stream squirting from a hydrant and held the water in as it cleaned the cement off of her hoof.

**Why should I worry?**

She then switched hoof, putting her right hoof on the water stream.

**Why should I care?I may not have a dime**

Sophie then walked out of the wet cement sidewalk as she glared at Rainbow Dash, who now had both her hooves to the water stream. Sophie then ran at the Pegasus.

**But I got street savoir-faire!**

Rainbow Dash then unblocked the water stream, and the water hit the kitten square in the face, sending her flying backwards.

**Why should I worry? Why should I care?**

Rainbow Dash then walked over a grate from which air was blowing upwards, drying her up a bit.

**It's just be-bopulation**

Sophie, now all soaking wet, walked after Rainbow Dash and got on the grate. She felt the air blowing up and drying her off, but it lifted her off the ground.

**I got street savoir-faire.**

**Mm-hmm**

Rainbow Dash walked off the grate. She then shook herself dry, sending drips of water everywhere. Rainbow Dash turned around and saw something that made her fall over on her back, laughing. It was the unhappy looking Sophie, and he looked like a big furball. Sophie shook her fur flat. She then leapt after Rainbow Dash.

**The rhythm of the city**

**But once you get it down**

Rainbow Dash then snuck underneath a sunglasses stand. Sophie saw the rope of hot dogs and smirked as she ran towards the stand.

**Then you can own this town**

Sophie then tripped by accident, ramming into the sunglasses stand. This caused the sunglasses to go flying.

**You can wear the crown!**

A pair of sunglasses then landed on Rainbow Dash's head.

Rainbow Dash: **Why should I worry? Tell me! Why should I care?**

Rabbit and Skunk (Skunk Fu) came to a crosswalk, and watched Rainbow Dash as they admired her. As she sang the next part, Rainbow Dash walked like a cool dude.

**Say, I may not have a dime!**

**Oh! But I got street savoir-faire!**

Then, Rainbow Dash jumped onto a piano, which was lifted by a crate. She then played it as she stepped on each key.

Rainbow Dash: **Why should I worry? Why should I care? Yeah…**

**It's just doo-wopulation**

**And I got street savoir-faire!**

Rabbit/Skunk: **Everything goes**

**Everything fits**

Rainbow Dash then grabbed a bouquet of flowers and danced while the piano was still ascending in the air.

Rainbow Dash: **They love me at the Chelsea**

**They adore me at the Ritz!**

On "Ritz," Rainbow Dash threw the flowers down to the boys, who looked at her lovingly. Sophie had followed Rainbow Dash all the way up a building, and onto the piano that Rainbow Dash was still standing on.

**Why should I worry? Why should I care?**

Sophie then got ready to pounce. She then pounced towards Rainbow Dash and tried to grab the hot dog rope, but she just slid down the keys and fell down.

**Yeah. Even when I crossed at the line,**

Sophie then bounced off a cloth roof, and landed in a box of tomatoes.

**I got street savoir-faire!**

Rainbow Dash then hopped onto a different car. Meanwhile, Sophie jumped onto another car and followed after her.

**Woo-hoo, woo-hoo-hoo!**

Other people saw Rainbow Dash singing while standing on the car's roof.

**I said woo-hoo, woo-hoo-hoo!**

**Woo-hoo, woo-hoo-hoo!**

**Woo-hoo, woo-hoo-hoo!**

They ran over towards her. Rainbow Dash then lifted her sunglasses up, leaned over, looked through the windshield and made a silly face at the driver, known as Aunt Sarah (Lady and the Tramp). This startled Aunt Sarah, making her come to a halting stop, and Rainbow Dash jumped off the roof.

Rainbow Dash and chorus: **Woo-hoo, woo-hoo-hoo!**

**I said woo-hoo, woo-hoo-hoo!**

As everyone sang, some of the teenagers and the animals followed Rainbow Dash like they were all in a parade.

**Woo-hoo, woo-hoo-hoo!**

**Woo-hoo, woo-hoo-hoo!**

She then leapt onto a fire escape that was in an alleyway. She then reared her head back and howled. Rainbow Dash then landed in an alleyway and passed by some monkeys and an orangutan named King Louie, who sang along.

**Woo-hoo, woo-hoo-hoo!**

**Woo-hoo, woo-hoo-hoo!**

**Woo-hoo, woo-hoo-hoo!**

**Woo-hoo, woo-hoo-hoo!**

The song ended as Rainbow Dash continued to walk down the alley to her home, and thought she had lost Sophie. But Sophie was up on a rooftop, watching Rainbow Dash and she followed her to wherever she was going.


	4. Meeting the Gang

**Ch.3-Meeting the Gang**

Rainbow Dash, still unknowingly, had leaded Sophie to an old run-down warehouse. Rainbow Dash lived there with a bunch of her friends.

Inside the hotel, a Pink starfish was dancing to Latin music. He was Patrick Star.

During his dancing, he wasn't watching where he was going and bumped into a baby dragon that had purple scales and green eyes. He was trying to make a castle out of cards. His name was Spike

Spike glared at Patrick and yelled, "Hey! Watch it, Patrick!"

Patrick ignored Spike and resumed dancing.

"Patrick! Turn that racket off! I'm trying to watch this!" This came from a cyan cephalopod named Squidward who was watching the television nearby.

Patrick frowned at the cephalopod as he watched a king speaking dramatically. "There would have been a time for such a word." Squidward mouthed the king's words as he continued, "Oh, tomorrow, tomorrow and tomorrow CREEPS in this petty pace from day to day and all our yesterdays have lighted fools the way to dusty death."

Suddenly Patrick got in front of the TV. "Hey, what is this? Did he get the girl or what? What's going on?" Patrick asked.

Squidward looked annoyed and knocked Patrick aside. "Get away!"

"Aw, this stuff is stupid anyway. Let's watch something else! Action and more violence!" Patrick yelled excited. Squidward swiped at Patrick but the starfish got out of the way. "Ha! You're slowing down, Squidward!"

"My name is Squidward Tentacles. SQUIDWARD TENTACLES." yelled Squidward annoyed. "Not Squidward, not Squidward! SQUIDWARD TENTACLES!"

"Okay, so did you bring in anything, 'SQUIDWARD TENTACLES'?" asked Patrick with a smirk.

"That's none of your business!" snapped Squidward trying to resume watching the TV.

"Hey, guys! Check this out!" A sponge came into the room. He was yellow, had blue eyes, and wore a white shirt with a red tie, black leather shoes with shoelaces, and brown rectangular pants with a black belt. His name was SpongeBob SquarePants. He was holding a broken tennis racquet in his hands.

"Oh great, SpongeBob. That's great." Squidward said sarcastically. "Now what this place needs is the court and net."

"I hope this place is big enough" SpongeBob said with adorable naivety.

"Ha! What you guys need is some good quality stuff!" Patrick said proudly taking a shredded wallet from a box nearby. "I got one right here!"

"Oh, you got shredded leather. How good for you," Squidward said sarcastically once more.

"What? It's a wallet!" snapped Patrick angrily.

"More like trash."

"That does it! You insulted my pride! That means DEATH! Squidward, Squidward! Squidward, Squidward, Squidward, Squidward, Squidward, Squidward!" Patrick said, repeating the name over and over again to annoy the cephalopod.

"Hey, cut it out, will ya?" Patrick stopped as 5 ponies came in. The first pony was a unicorn with lavender fur, purple eyes, a dark purple mane and tail with streaks of red and purple in it and had a pink star marking on her flank. This was Twilight Sparkle. The second pony was another unicorn with white fur, a violet mane and tail, blue eyes, and had diamonds on her flank. Her name was Rarity, who Spike had a crush on. The third pony was an earth pony with orange fur, green eyes, blonde mane and tail, both in a ponytail, wears only a cowboy hat and has three apples marking on her flank. Her name is Applejack. The fourth pony was another earth pony with pink fur, dark pink curly mane and tail, bright blue eyes and two blue and one yellow balloons marking on her flank. Her name is Pinkie Pie. The last pony was a Pegasus with light yellow fur, a pink mane and tail, teal eyes, and three butterflies on her flank. Her name is Fluttershy. The five of them kept the others under control as much as they could.

"What? He started it!" protested Patrick.

The five ponies took a look at the stuff in the box. The gang was gathering things to sell for cash. Unfortunately, there was nothing in the box but a bunch of junk.

Applejack sighed and said, "Eugene and Rapunzel aren't going to like this." Eugene Fitzherbert and Rapunzel were the owners of the warehouse.

Twilight Sparkle glanced at Squidward. "So, did you get the food, Squidward?"

"Err, define, food." Squidward said nervously.

Everyone else groaned.

"Dude, you were supposed to get our food today!" Spike remarked.

"Great. Now we have to eat from the dumpster...again!" Pinkie Pie mumbled in annoyance.

"Geez, whiz. Are we going to starve today?" asked SpongeBob sadly.

"Calm down, everyone," Everyone turned upon hearing the familiar voice. Rainbow Dash was at the doorway with the hot dogs in hand. She smirked. "Let me introduce you to our dinner." Rainbow Dash tossed the rope of hot dogs to the gang.

"Oh boy! Hot dogs," Patrick said delighted.

"Thanks, Rainbow Dash!" SpongeBob said as he and the others head over to get some food.

"You never failed us yet, Rainbow Dash" Squidward said praising the Pegasus. "Like me for one."

"Ha! You wouldn't get up from the TV!" laughed Patrick, pointing at Squidward, getting a glare from him.

"So how did you do it this time?" Spike asked as he chowed down.

The group was unaware that a familiar kitten was up in the rafters standing on planks, listening in.

"It was tough, let me say. Only I could have done it!" Rainbow Dash began.

"Any fights? Who do you fight? Name numbers," Patrick said eagerly.

"Okay, picture the city...the crowds hustling; the traffic roaring; the hotdogs are sizzling..."

"I love a good story with foods in it." SpongeBob said happily.

"Quiet, SpongeBob! This is getting good!" remarked Pinkie Pie.

"Enter Rainbow Dash, one bad Pegasus." Rainbow Dash narrated. "Not just out for herself, but community-minded. But they aren't the only ones in this. Enter the opposition!"

Twilight Sparkle, Applejack, Rarity, and Fluttershy rolled their eyes. They could tell Rainbow Dash was making this whole story up but was going to let her have her fun.

"A greedy, ugly, big psychotic monster," Patrick gulped in fear.

Rainbow Dash continued "With razor-sharp claws, dripping fangs, thirsty...for my blood!"

Sophie, who was watching this, looked very annoyed. She was about to come down there and prove Rainbow Dash wrong (or maybe right). But before she did, the planks begin to weaken. They wouldn't hold her for long.

Rainbow Dash continued her story unaware of what was going on up above. "He comes at me, eyes burning. We knew my time has come. Suddenly..."

Just then, before Rainbow Dash could finish, the planks up above broke and Sophie fell down screaming and landed in a bunch of cloth, concealing her. Everyone freaked out.

"INVASION! INVASION!" Pinkie Pie screamed.

"Someone call the Men in Black!" yelped Patrick.

"Take cover!" Spike cried as he ran to hide.

As everyone hid, Squidward took a look from where he was at the lump in the cloth. "What is it?" he asked concerned.

"Uh..." Patrick began to say as he came closer to the cloth. Suddenly, a silver paw came out and swiped him, freaking him out. "AH! It's an alien!"

Fluttershy came over and removed the cloth, revealing Sophie. "Calm down. It's only a kitten." Fluttershy said with a sigh.

Rainbow Dash gulped as everyone else came to Sophie suspiciously.

"Okay, you! How did you find this place?" Rarity demanded.

"Well...I followed this Pegasus named..." Sophie began to say.

"She's lying, she's lying, she's lying, she's..." Patrick was yelling until Applejack kicked him back.

"You're not helping!" she snapped.

"Okay, why would a kitten follow a Pegasus?" Squidward asked suspiciously.

"Yeah. What makes you think we can believe you?" SpongeBob agreed.

"I helped her get those hot dogs. But she wouldn't share them with me!" explained Sophie.

"She's a spy! Let's eat her!" Patrick yelled out.

"Don't be disgusting!" Twilight Sparkle and Spike said together.

"But I did follow her here!" Sophie protested. Then she happened to spot Rainbow Dash nearby. "Look! There she is now!"

Everyone turned Rainbow Dash.

"Hey, Sophie. Where were ya?" joked Rainbow Dash.

"Relax, darling." Rarity said, smiling and winking at Sophie. Sophie looked astounded then realized that she was only messed with.

Everyone else laughed at Rainbow Dash as they came over. The Pegasus was trying to watch TV.

"Razor-sharp claws, huh?" Patrick asked with a smirk.

"Dripping' fangs?" Squidward asked with a smile.

"Bloodthirsty," SpongeBob asked. Pinkie Pie laughed.

"Though the burning eyes do make Sophie kinda cute." added Applejack, causing the kitten to blush a bit.

"Quiet. I'm trying to watch this." Rainbow Dash said, watching the Wonderbolts on TV.

"Ooh, the great mighty queen of the Pegasi" mocked Patrick as he turned the TV off. He then began to laugh. "Needing help from a kitty? Ha ha ha ha ha ha!"

"I was watching that, Patrick," yelled Rainbow Dash.

"It's only the first half anyway. What a wuss."

"You better cool it, Patrick." Spike told Patrick in precaution as Rainbow Dash got more annoyed.

"Let's see the dum dum in action!" Patrick joked, ignoring Spike.

Rainbow Dash smirked and pointed at something. "Patrick! Look!"

Patrick turned in confusion to see what Rainbow Dash had just pointed at. But then Rainbow Dash yowled and playfully pounced on him, beginning a wrestling match.

"All right! Let's get ready to rumble!" cheered SpongeBob as he jumped in to join in the fight.

"Geez, you guys are a bunch of..." Before Applejack could finish, Patrick was thrown at her by mistake. Then he hit Fluttershy in the head by accident. Soon everyone, except Sophie, Twilight Sparkle, Applejack, Rarity, Fluttershy, and Pinkie Pie were fighting.

Suddenly two figures came into the room, carrying 3 pizza boxes stacked on each other each. The first was a man with brown hair, brown eyes, and a little bit of a beard. He wore a blue vest, a white shirt, brown pants, and black boots. His name was Flynn Rider, also known as Eugene Fitzherbert. The other was a woman short brown hair in a pixie cut, green eyes, and wore a light purple dress. She was Rapunzel, Flynn's fiancée.

The pair noticed the figures fighting and Flynn called out, "Guys, will you stop fighting for a while!"

The group stopped fighting and stared at them. Flynn then continued, "Okay, Maleficent is going to be here any minute..."

The group smirked and charged towards them. Rapunzel yelled out. "Look out!" But the group tackled both of them and started tickling them.

"Okay, okay! Stop!" laughed Rapunzel.

Sophie watched in amusement.

"Are those the owners?" she asked Twilight Sparkle, Applejack, Rarity, Fluttershy, and Pinkie Pie.

"Yep. Their names are Eugene Fitzherbert and Rapunzel but we call him Flynn" explained Applejack. "Except for Rapunzel. For some reason she calls him Eugene."

"Rapunzel's Flynn's fiancée" added Pinkie Pie.

The group stopped tickling so the two adults could get back up.

"Okay, we have our fun guys." said Rapunzel with a smile. "Now..."

Suddenly a voice boomed out from outside interrupted her. "Flynn! Rapunzel!"

"Maleficent," Flynn said alarmed.

"She's here." Rapunzel said in alarm.

Sophie looked out the window to see 2 figures walking towards the warehouse.

"We're coming." Flynn called outside. "We'll be there shortly!"

Rapunzel turned to everyone else. "Okay, I hoped you guys have something we can use as collateral. Let's see what you got."

Flynn checked the box and found the wallet...which was worthless.

"There's nothing in there but junk!" he cried out. "How are we going to pay Maleficent off with..."

"A kitten," Rapunzel asked, seeing Sophie.

Suddenly 2 figures came in. Sophie gasped as she realized they were Heartless, a Stealth Sneak and a Wyvern.

"Oh, Stealth, Beast! What a surprise." Rapunzel said with a nervous smile.

"Save it, lady" remarked Stealth "Maleficent wants you outside...now."

"Okay. We're coming." Flynn said irritably. Rapunzel then turned to the others. "Take care of each other, okay?"

"Get going!" snapped Beast pushing the pair to the exit.

As Flynn and Rapunzel left taking the box with them, the two Heartless chuckled evilly and turned to the gang.

Beast, the Wyvern, smirked as he glanced at the group. "Miss us?"

Unseen by the new visitors, Sophie whispered to, Twilight Sparkle, Applejack, Rarity, Fluttershy, and Pinkie Pie. "I've seen things like them before! They were there the day I was turned into a kitten!"

"Wait, you weren't an ordinary kitten?" Rarity asked surprised.

"No. I was a human just last night. I moved to Toon Town City a while ago. I was minding my own business when I came across those Heartless. They were about to attack me but then, some creepy looking woman appeared out of nowhere. The Heartless must be her followers because one flick of her scepter and I saw a flash. Next thing I knew, I was like this." Sophie explained.

"That's terrible." Fluttershy said sadly.

Then Sophie looked confused. "Question. Why are two people in debt?"

Fluttershy sighed. "A plague cure that cost more than anyone realized or could afford, invented by Maleficent herself."

"Uh, Sophie? Would that creepy looking woman you mentioned be Maleficent out there?" Applejack asked pointing out the window.

Sophie looked out the window and gasped. She looked angry. "It's her."

* * *

Outside, Flynn and Rapunzel were approaching to a part outside the hotel. Flynn was holding the box nervously.

"Man, Maleficent is going to kill us" he said with a groan.

"Calm down, Eugene. We can make it through this." Rapunzel assured her fiancée.

"Do you have it?"

The pair jumped and sure enough, standing before them was Maleficent herself, the same dark woman who had turned Sophie into a kitten in the first place.

"Oh Maleficent. Lovely evening we're having! You've definitely got some..." Rapunzel began to say.

"Silence. Do you have the money?" Maleficent asked again.

"We've got something better than money," Flynn began as he handed Maleficent the box of junk.

Maleficent took the ripped wallet out and part of it fell off. Maleficent sighed in annoyance.

"I don't want this junk!" snapped Maleficent as she threw the box at the pair.

"Oh come on! Please, Maleficent! Give us a chance!" Flynn begged.

"I don't think you two grasp your problem." Maleficent said, taking her scepter out.

"Oh, we grasp it, Maleficent." Rapunzel protested.

* * *

Back inside, Stealth smirked as he went over to Rarity.

"You know, Rarity, I don't know why a beauty like you hangs around with these pathetic excuses for failures. You should be living uptown, with people like me." Stealth said in amusement.

Rarity looked disgusted at Stealth's attempt of hitting on her while Spike looked angry.

"Isn't it rather dangerous to charm a woman like that when you're a pathetic excuse yourself?" asked Squidward jokingly.

"Ha ha! All right! Good one, Squidward!" laughed SpongeBob as he high-fived the cephalopod.

"Was he talking to you, squid boy?" snapped Beast.

"Come on! You don't scare me, Wyvern boy! Come on! I can take you both on!" yelled Patrick as he tried to charge the pair. SpongeBob grabbed him and held him back. "Let me go, SpongeBob! I am fighting mad! Argh!"

"Let him go. Go ahead. I dare you." Beast said smirking.

"Why don't you pick on someone your own size?" Spike growled angrily as he stepped in front of SpongeBob.

"Like you, you pathetic lizard?" snapped Beast.

"Hey, Beast," Rainbow Dash said, calming down somewhat. "Where's your sense of humor?"

"Oh, I didn't lose my sense of humor!" laughed Beast as he kicked the TV and destroyed it instantly. "Ha! I find THAT funny!"

The gang gulped nervously.

* * *

Back outside, Maleficent smirked at Flynn and Rapunzel "Alright you two. Since I am a merciful sorceress, I will give you another chance. Three sunrises...three sunsets...three days."

"Three sunrises...three...sunsets three days," Rapunzel said, trying to figure out what Maleficent meant. She looked up hopefully. "Nine days?"

"No, 3 days. Starting now," Maleficent said with a smile.

"Three days?" Flynn said with a groan. "This is a bad day!"

* * *

"She's the same person who turned me into this!" Sophie said angrily. "She'll pay!"

"Sophie, no. You do that and she'll kill you." Twilight Sparkle protested.

"Hey, think about it before you do something stupid," agreed Pinkie Pie.

Beast overheard the conversion and went over to the source of it.

Maleficent called "Boys, time to go!"

"Hey Stealth. Look what I found." said Beast as he picked up Sophie.

"Put the stupid cat down and let's go." Stealth remarked as he turned to leave. "The mistress summons us."

"Oh, I like little kitties." chuckled Beast at Sophie advancing on her. "I like to eat them!"

Suddenly Sophie bit Beast hard. Stealth turned and gasped.

"You little furball! You shouldn't have done that!" snapped Stealth as he and Beast advanced on Sophie. Before the bad guys could do anything, Rainbow Dash got in the way.

"Get out of our way, pony!" snapped Stealth angrily.

"That's enough!" Rainbow Dash yelled. Just then the others arrived next to Rainbow Dash. The two Heartless looked like they were about to fight when their mistress's voice yelled out.

"Time to go!" yelled Maleficent from outside.

As the pair left, Stealth glared at the gang angrily. "This isn't over. You are all going to suffer, starting with the kitten!"

"Oh yeah? Come on! Let's go! You don't scare me!" snapped Spike as the Heartless left. "Come back and say that to my face! COME ON, COME ON, COME ON, COME ON, COME ON!" When the Heartless didn't responded, Spike smirked and went back to the gang. "That'll teach them to mess with us!" SpongeBob chuckled as he high-fived the dragon.

"All right, kid. You did great? See? She's a good fighter." Rainbow Dash said in amusement. She then noticed an angry look from everyone. "What?"

"I think there's something you need to say to Sophie" Rarity told her sternly.

"What?" Rainbow Dash realized what she meant and groaned, "Aww. Do I have to?"

"Now." Twilight Sparkle told Rainbow Dash sternly as well.

Rainbow Dash sighed and turned to Sophie, "Listen, kid. Sorry I deceived and not shared the hot dogs with you. I thought you were a dumb-looking kitten but seeing what you did back there, you aren't dumb-looking after all. So, forgive?"

Rainbow Dash held out a hoof, Sophie figured Rainbow Dash wanted her to slap it. Sophie smiled.

"Okay, you're forgiven." Sophie tried to slap the hoof, but Rainbow Dash pulled the hoof away and pointed behind her. 'I got to learn that.'

Suddenly the owners of the hotel came in, looking depressed.

"We got 3 days, everyone." Flynn explained.

Everyone else watched as Flynn and Rapunzel sat on a nearby couch. As they talked, the group came over to help.

"It's hopeless." Flynn said sadly. Squidward and SpongeBob put each adult's feet on a footstool.

"Oh, Eugene. Things will turn out better." Sophie told him as she kissed him on the cheek.

"No, it's true. How can we get that much money by then? We'll never get out from under that maniac sorceress. Our days are numbered and it's 3."

Spike took 2 pizza slices from the pizza boxes and put them in Flynn and Rapunzel's mouths. The two ate their slices. After they swallowed, the pair looked around and smiled as they saw their friends' kindness.

"Thanks. We needed that." Flynn said with a smile. The others smiled back. "Oh that reminds me. We noticed that Beast had bite marks when he came out. Who did that?"

"It was me." Sophie said as she walked up and smiled.

"You?" Rapunzel asked surprised. She then smiled and laughed as she patted Sophie. "What you did was be stupid but brave at the same time. We never have someone like you in our gang before."

"But this will be a first. We can use all the help we can get." Flynn added.

"Thanks." Sophie said smiling.

"Well, do you have a home?" Fluttershy asked curiously.

"Well, no."

"Want to stay here with us?" Applejack asked with a smile.

Sophie thought about this and smirked. "Yes!"

Later, as the excitement calmed down, Flynn and Rapunzel sat back down on the couch.

"Well, time for bed, everyone," Flynn said with a smile.

"Right. We got a big day tomorrow." Rapunzel agreed.

Spike came up holding a book that said The Jungle Book "Hey, can you read this to us?"

"Oh come on. We're tired. Maybe tomorrow night," Rapunzel chuckled.

Spike gave the pair a cute puppy eyes look. It was too much for them to resist any longer.

"Okay," Rapunzel chuckled. "We'll read it."

"But only one chapter," Flynn said as he took the book from Spike.

Squidward brought a lamp over and Patrick turned it on.

"Here we are, chapter seven," Flynn said. Everyone listened as he begins to read the book.

Later, everyone was asleep. Rainbow Dash went to sleep on a couch nearby. As she sat down, she noticed that Sophie was near the couch trying to sleep but kept shivering. With a smile, Rainbow Dash took an extra blanket out and put it around Sophie. Sophie stopped shivering and went to sleep.

Fluttershy and Twilight Sparkle, who were still awake, saw this and smiled before going off to sleep themselves.

'So, she has a heart of gold after all', thought Fluttershy.


	5. When Sophie Meets Howl

**Ch.4-When Sophie Meets Howl**

The next day, Flynn was holding the rein of a white horse with a blond mane named Maximus who pulled everyone in a shabby-looking bus through downtown. As Flynn led Max while holding the reins, Rapunzel explained things to the others.

"Listen up, everyone. We got 2 days to do and die." Rapunzel explained.

"Don't you mean 'or'?" asked Applejack.

"Die?" yelped Pinkie Pie as she hid under her seat.

"Relax, Pinkie Pie. I'm sure it's just an expression." Rarity said calmly.

"Actually, Rapunzel's right. We are going to die" remarked Twilight Sparkle.

Rapunzel continued "Rainbow Dash, keep a close eye on Sophie. Show her what we do. But don't be pressured on her."

"No problem." Rainbow Dash said with a smirk.

The bus came to a stop in a nearby alley as Flynn said, "But when you do this thing, remember what the wise man once said..."

"No shirt, no shoes, no service?" joked SpongeBob as the others laughed.

"No. Dead men or women do NOT buy food!" Rapunzel said.

"So, big smiles, and get out of there...and fetch!" said the owners of the hotels at once.

The owners let everyone off and rode off in their own mission. Rainbow Dash lead the group as she explained

"Listen up, everyone. If Maleficent does not get her cash by tomorrow, we are dead. So let's move out. Okay, we'll take Columbus Avenue."

"So what work are we doing anyway?" asked Sophie curiously.

"It's called investment banking, kid." Patrick said with a smile as he grabbed an apple from a cart nearby and threw it to Squidward. "Didn't you read about us in the Wall-Street Journal?"

"No kidding! You guys were in the Wall-Street Journal?"

"Captains of industry they called us." Squidward said proudly.

"Amazing! How about I be one too?" asked Sophie interested.

"Sophie, when you got friends like us, you got all you need." Rainbow Dash said with a smile.

"Okay."

"We gotta clean you up, Sophie, and give you some good training." Rarity agreed then began to sing.

Rarity: **Ooo, yeah!**

**Now listen up**

The group stopped as they got to a crosswalk.

**You got a lot to learn**

**And if you don't learn, you don't eat**

A bread truck went by and hit a bump, causing a loaf of bread to fall out. It hit Pinkie Pie on the head and Rainbow Dash caught it. She threw it at Spike who got knocked back by it. The gang then crossed the street.

**But if you're tough**

**And always use your head**

At the same time Rarity said head, Sophie wasn't watching where she was going and ran headfirst into a lamppost. Fluttershy helped Sophie to her feet as they continued.

**You'll be right at home on the street**

Sophie stood next to her friends, walking like a cool cat.

**When you got talent, everything is free**

**Watch how we do things, oooh, I guarantee**

Soon everyone else, beside Sophie, joined in the song as they jumped into the street dancing. Cars were forced to stop.

Rarity/Rainbow Dash/Twilight Sparkle/Fluttershy/Pinkie Pie/Applejack/Spike/SpongeBob/Patrick/Squidward: **You're gonna see...how...the best survive**

**We make an art...out...of staying alive**

As Sophie tried to cross, cars started moving again and she ended trapped. Rainbow Dash came back, grabbed her, and gets her across safely back to where the others were. They continued to walk on.

**If you do just as you're told**

**These are streets of gold**

Sophie looked around amazed at the sights.

All (except Sophie): **Every boulevard...is...a miracle mile**

As Sophie walks on, she stopped and freaked as she saw Crocker in a dogcatcher uniform laughing madly as he raised his dog catching net.

**You'll take the town...and...you'll take it with style**

Sophie was chased by Crocker. The dogcatcher was almost on her but stopped when he saw Rainbow Dash and her pals guarding Sophie while quietly threatening him.

**If you play it brave and bold**

Crocker chuckled nervously and ran off like a coward. Sophie barked at the fleeing Crocker like a dog, causing the others to laugh.

**These are streets of gold**

As the song ended, the gang laughed happily. But then they stopped as Rainbow Dash saw something.

"Hey, look at that." Rainbow Dash said pointing.

Sure enough, the others looked and saw a limo at a red light nearby.

"Sweet! A Chauffeur Shuffle," Patrick said with a smirk.

Rainbow Dash smirked then turned to the others. "Here's the plan, everyone. SpongeBob, give me a fender-bender at two lights. Patrick, you get electronics. The rest of us will work the crowd. And Squidward?"

"I know," Squidward said with a groan. "My public awaits."

"What do I do?" Sophie asked eagerly.

"You're with Patrick." Rainbow Dash said, nodding at Patrick.

Patrick chuckled and high-fived Sophie. "Okay, Sophie. Let an expert show you how it's done. Let's do this!"

"Everyone, ready? Okay, let's go!" Twilight Sparkle said as their 'mission' began.

* * *

Inside the approaching limo, a boy was reading a letter to his guardians and a bunch of animals. The boy was a 20-year-old boy with shoulder-length jet-black hair and blue eyes and was wearing a white shirt and black pants with black shoes. He was Howl.

The guardians were two men in secret government outfits. One was a white man with white hair and the other was a black man with black hair. They were Mr. Black and Mr. White. One of the animals was an orange tabby cat with distinctive black stripes named Garfield. Another animal was a dog with yellow fur and brown ears named Odie. There was a short orange creature had green eyes and a yellow mustache. He was the Lorax. The rest of the animals were Barbaloots, Swomee Swans, and Humming Fishes. One of the Barbaloot cubs that was sitting beside Howl was named Pipsqueak as they were listening.

"Listen to this," Howl said as he continued reading, "'After a little sight-seeing, we left Paris by car for the con...conf..." Howl was having trouble reading his dad, Mario's, handwriting.

"Conference," Mr. Black said, helping out.

"Right. Conference," Howl said giggling. He continued reading, '...in Rome on Wednesday." As Howl read on, he frowned sadly. "Howl, I'm afraid your mother and I won't be able...to make...it." Howl groaned as he put the letter down sadly while Pipsqueak looked with a concerned look. Recently, his parents had left town for a business trip leaving him in Mr. Black and Mr. White's care.

"What's wrong?" the Lorax asked in concern.

"Mom and dad are staying longer." Howl said sadly.

"Oh don't worry. I'm sure they would be home for your birthday." Mr. White reassured him.

"No, they won't" sighed Howl while the Barbaloots, Swomee Swans, and Humming Fishes all groan.

Outside the limo, SpongeBob hit the limo in the side with a shot from a miniature cannon. To the people in the limo, it sounded like they'd hit something.

"What the?" Mr. Black yelped in fear.

"What is that?" Howl asked alarmed.

"We must have hit something!" Garfield answered while Odie and Pipsqueak looked worried.

"Now, now. No one panic." Mr. White said worried. He hit the car horn by accident, making a honking noise. "Mr. Black and I will see what it is."

Outside, Rainbow Dash hissed "Squidward, you're on"

Squidward went out in front of the limo and then pulled out a dramatic stunt to make it look like the limo had hit him. He was now lying on his back with a hand on his chest and rolled his eyes back.

"Oh, why now? Why today?" groaned Mr. Black as he and Mr. White got out of the car. Unknown to them, Sophie and Patrick had quietly gotten into the limo.

Inside the limo, Patrick looked amused as he took the wheel, pretending to drive. "All right! I'm the Road Runner! Beep, beep! Hey, forget them! Let's take this to Vegas!" joked Patrick.

Sophie laughed. Patrick was so...stupid.

* * *

"Oh no. What did we do?" Mr. White gasped as he and Mr. Black saw Squidward in front of the limo, apparently dead.

"You jerks! How dare you!" yelled a woman. A crowd was beginning to gather, courtesy of the gang.

"How could you harm the poor creature?" agreed a man.

"Oh come on, he's obviously knocked unconscious." said Mr. Black nervously as they shook the 'dead' Squidward, trying to wake him up. "Come on, move. Go away."

Inside the limo, Patrick took out a pair of wire cutters from out of nowhere.

"Where did you get the wire cutters?" asked Sophie amazed.

"You'd be amazed what people throw out" explained Patrick as he began cutting the wires of the limo radio.

"So what do I have to do?"

"Be a lookout."

"Lookout?" Sophie asked puzzled.

Patrick hit his head on the front part of the car and groaned. "Just look out the window and call me if anyone's coming!"

"Okay." Sophie said as she got up and takes a look out the window.

Patrick resumed cutting wires as Sophie was looking out. But then she heard a noise and turned upon seeing the diver-window between the front and back seats rolling down.

"Uh, Patrick? I think there's someone back there." Sophie said nervously to Patrick.

"Hold on, Sophie! I got one more wire to cut!" Patrick said as he gently got ready to cut the last wire with the wire cutters.

"Patrick, can you please..." Sophie backed up and accidentally turned the ignition on. Patrick was suddenly electrocuted trying to cut the radio's wire.

Mr. Black and Mr. White looked up in confusion as they saw that the car was going crazy. Squidward jumped up and ran off.

"Busted! Let's got out of here," Rainbow Dash exclaimed as she and everyone, but Sophie and Patrick, ran off. Patrick got shocked like crazy and was sent flying out the window with wire cutters in hand. He bounced off everything and sent a shock up a light post, knocking the light bulb off.

Back inside the limo, Sophie couldn't escape because she got caught in the wires.

"Help." Sophie said with a groan.

"Aw, you poor little thing," Sophie looked up and suddenly saw the most handsome thing she had ever seen in her life. Howl smiled sweetly as he leaned over and helped untie Sophie while the animals watch. "Let me help you out."

"Uh...uh...uh..." Sophie said, giving the goofiest of smiles to Howl.

Mr. Black and Mr. White ran to the door and opened it up. Mr. White looked at Howl, panting heavily. "Are you and the others alright, Howl?"

"We're fine." said Howl as he held Sophie up sweetly. "But she isn't."

* * *

As the gang except Sophie managed to get away, they came out of hiding. Twilight Sparkle did a head count and realized something was wrong.

"Has anyone seen Sophie?" she asked looking around.

"Oh barnacles. She must still be in the car." groaned Patrick, all blacked and shocked-looking and coughing out smoke.

"Look!" SpongeBob said, pointing seeing the limo with Sophie still in it driving off.

Rainbow Dash looked furious as she saw the limo leaving and then she grabbed Patrick. "You traitorous starfish! You were supposed to be watching her!"

"Hey! It's hard to watch anything when you're being barbecued!" protested Patrick with a cough.

"Now what?" asked Fluttershy with a groan.

"Okay, we've got a while to fix this." Rainbow Dash said as she put Patrick down. "Patrick and I will follow that limo. The rest of you find the others and get back to Flynn and Rapunzel, you hear?"

The others nodded and ran off while Rainbow Dash and Patrick go after the limo.


	6. The Howl Household

**Ch.5-The Howl Household**

Sophie was brought to a mansion in a rich-looking neighborhood somewhere in Toon Town City. Mr. Black Mr. White were very uneasy about Howl bringing the kitten in and expressed this as they, the animals, and Howl went up the steps to the door, Howl holding Sophie.

"Oh come on. I should keep her." Howl told Mr. Black and Mr. White.

"We can't take one little stray from the street." protested Mr. white.

"Aw, but look at her," Garfield said while he, Odie, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots were glancing at Sophie in Howl's arms, the kitten looking at Howl in a love daze. "She must have been through a lot and must be hungry. And look, I think she likes Howl."

"Uh, yes. Hungry," Sophie said, trying to speak.

Rainbow Dash and Patrick arrived just as the group went inside. Patrick would have gone in after them but Rainbow Dash held him by his pants.

Inside the mansion, Mr. Black and Mr. White continue. "We know you're attached to her, Howl, but be reasonable. Your parents left us responsible for you while..."

"I know, but I'm sure mom and dad won't mind." Howl insisted. He then smiled at Sophie. "Don't worry. I'll take care of you."

"Whatever's for lunch is your choice." Sophie said happily.

'Is she hitting on Howl?' thought the Lorax suspiciously.

Mr. Black and Mr. White looked concerned as they went over to a nearby set of stairs. "I don't think Angelica will like this." The guardians were referring to someone else who resided in the mansion as well.

As they entered a certain room in the house, Mr. White turned on the light and spoke up. "Wake up, Angelica. Your public is waiting."

Mr. Black and Mr. White then left. In the room, a 10-year old girl with blond hair woke up from her revolving bed, her hair in curlers and wearing a white robe. Her name was Angelica Pickles. She yawned as she went to a mirror nearby and was startled of how she looked. As she put on makeup, she started singing.

Angelica: **Girl, we've got work to do**

**Pass me the paint and glue**

She put some eye shadow on.

**Perfect isn't easy**

**But... it's... me!**

As she said 'but', she got rid of her curlers and her hair was made into two pigtails. She then got rid of the robe showing her purple dress, an orange-red undershirt, blue and green polka-dotted tights, orange socks and purple sneakers underneath.

**When one knows the world is watching**

She smiled as she put on some rouge on her cheeks.

**One does what one must**

**Some minor adjustments, darling**

As she said 'adjustments', she put on some lipstick.

**Not for my vanity**

**But for humanity**

**Each little step a pose**

'On pose' she stood in front of a wall, showing her awards and stuff.

**See how the breeding shows**

**Uhh!**

**Sometimes it's too much for even me**

Angelica then sat down on a couch that was in front of a table that had pictures of a bunch of bachelor boys.

**But when all the world says, "yes"**

**Then who am I to say "no"?**

She then picked up a picture of a guy and kissed it. She then went to a curtain nearby and went behind it.

**Don't ask a guy to strut like a showgirl**

**No, girl, ya need a pro**

As she said pro, she came out and leaned on the side with a grin. Outside the window on a balcony, a bunch of birds were whistling the next part. Then Angelica came out, opening the windows.

**Not a flea or a flaw**

The birds looked love-struck at Angelica as she held a hand out.

**Take a peek at that paw**

**La-de-da-da**

**Perfection becomes me, ne c'est pas?**

The birds helped her dress up a bit.

**Unrivalled, unruffled**

**I'm beauty unleashed**

**Yeah!**

**Jaws drop, hearts stop**

As Angelica said 'drop', two birds dropped their jaws with a loving sigh. As she said 'hearts', three more fell back, holding their chests.

**So classic and classy**

Angelica and the birds went to another window to open it up.

**We're not talking' Lassie**

As she said the last part, Angelica jumped onto the balcony wearing a "Southern belle" outfit.

**And ahhhhh...**

A bunch of boys heard her and ran towards the direction of her balcony, love-struck. A bird brought a rose to Angelica who put it in her hair.

**Ahhhhh...**

**Oooh...**

**Aaoooh...**

This went on for a few seconds until Angelica started singing again.

**Though many covet my gold and jewels**

**They're barking' up the wrong tree**

**You pretty girls all over the city**

Angelica smiled as she threw a flower down to the boys, who fought over it.

**I have your hearts and you have my pity**

**She then went back to her room.**

**Pretty is nice, but still, it's just pretty!**

As she said 'pretty', she got rid of her "Southern belle" outfit and went back into her usual dress.

**Perfect, my dears,**

**Is me!**

As Angelica sang and held 'me', she went down the steps as the birds flew down next to her doing a can-can.

**Ugh!**

Angelica did a pose, knocking the birds away.

In the kitchen, Sophie watched as Howl made a meal for her and made a mess in the kitchen doing so. Garfield chuckled while a fat Barbaloot named Lou was eating and the Lorax, Odie, and the other animals were also watching.

"You're gonna love this!" Howl said proudly mixing the food in a bowl.

Mr. Black and Mr. White came in and looked shocked at the mess Howl had made. "Howl! What is this?"

"He's making a meal for the newcomer." The Lorax explained while Pipsqueak nodded in agreement.

"Whatever happened to cat food?"

"She'll love this! Look, she's eager for it already." Howl said with a smile as he looked at Sophie who was looking at him in a love-dazed look.

"Look, I still think we should wait until your parents..." Before Mr. White could finish, he heard a cracking noise. He saw that he stepped on a egg by the yokes on the bottom of his shoe. Odie, Pipsqueak and Sophie chuckled in amusement.

Mr. white groaned as he wiped the egg off. Then they heard the phone ring.

"Never fails" sighed Mr. Black in annoyance as they went to answer it.

As soon as Howl was done, he put some chocolate sauce on the treat.

"Meal for my cutest kitten." Howl said proudly. "The Howl special: Cookie Dough Ice Cream ala Howl."

"All right," Sophie said excited as she got into a chair that was labeled 'Angelica' while some Humming Fishes gulped.

The Lorax noticed this and said, "Uh..."

"Aw, let the kitten in the chair. Angelica won't mind." Howl said.

"That's what I'm hoping for."

Howl smiled as he licked the chocolate sauce from his lips. Sophie smiled as she looked at him. His lips looked so...perfect. She wanted so much to do something with them. Of course, she kept it in the back of her mind as Howl put a napkin around her neck.

"Howl! Your parents are on the phone!" said Mr. Black from the other room.

"Coming! Oh, I hope they say yes," Howl said excited as he left the kitchen with Garfield, Odie, and the Lorax, leaving Pipsqueak, Swomee Swans, Humming Fishes, rest of the Barbaloots and Sophie to eat his meal while they watched.

In the foyer, Mr. White was on the phone speaking with Mario.

"I assure you that everything is going..." Mr. White stopped as he saw that Angelica had come downstairs and was on her way to the foyer. He stopped to speak to her. "Uh, Angelica? I wouldn't go in there I were you."

Angelica looked puzzled as she continued on her way to the kitchen-passing Howl who'd just come out.

"Everything is alright" assured Mr. Black. He saw Howl and smiled. "Oh, he is coming."

"They're going to like this!" Howl said going to Mr. Black and Mr. White.

As Angelica came inside the kitchen, the animals gasp when they saw her and hide as she saw the kitchen a mess but then she gasped as she saw something even more infuriating: Sophie in her chair, eating Howl's treat.

"What is this? Mr. Black! Mr. White! Get in here now, MR. BLACK AND MR. WHITE!" Angelica yelled angrily.

"We're busy, Angelica!" Mr. Black called out from the foyer.

The girl groaned and glanced at Sophie. "Why do I have to get some of the peasant jobs?" mumbled Angelica as she went over to Sophie while the animals watched with worried looks.

Before the kitten could take another bite, Angelica interrupted. "Hello."

Sophie looked up and saw her, with a peeved look on her face. Sophie chuckled sheepishly and said, 'Hello."

"Hi. I hope you don't mind me being rude and all but do you know whose chair you're sitting in?" Angelica asked nodding to her chair that Sophie was currently sitting in.

Sophie looked puzzled then turned and saw that Angelica's name on the chair. She looked back, sheepish again. "Oh? This chair's yours?"

"Oh, you're clever, aren't ya?" Angelica said sarcastically. "Let me ask you this: do you know whose home this is?"

"It's Howl's house, right?" Sophie asked.

"It may be Howl's house, but everything from the doorknobs down IS MINE!" yelled Angelica so loudly that Sophie fell out of the chair.

"Oh Angelica," Howl said coming into the kitchen with Garfield, Odie, and the Lorax. "You've met...what's your name again?" Howl asked Sophie.

"Sophie" Sophie introduced herself, smiling at Howl.

"Sophie. What a beautiful name." Howl said, making Sophie blush redder. "Isn't she cute? Guess what? Mom and Dad said I could keep her. I'm sure we're going to be great pals!"

Garfield and the Lorax, however, looked worried as Angelica glanced angrily at Sophie, who was too busy gazing at Howl, who scratched her ear lovingly while Odie, Pipsqueak, and the other animals watched happily.

* * *

At a pawnshop across town, Rainbow Dash and Patrick returned to their group.

"So what happened?" Applejack asked.

"We followed to a mansion across town" explained Rainbow Dash.

"You should see it! There's got to be a bunch of people living there!" Patrick said in amazement.

"This isn't right! Sophie's taking the heat for us!" declared Rainbow Dash

"Honestly, how bad could it be in that house?" Rarity asked.

I dunno, but we got to get Sophie back either way." Rainbow Dash said with a sigh.

"But what about Flynn and Rapunzel?" asked Fluttershy taking a glance into the pawn shop window. The pair in question was trying to sell a watch that was broken. Needless to say, the pawn shop owner was less than amused.

"Alas, our belated benefactors bearing the brunt of our futile incompetence." said Squidward sadly.

"English, Squids!" yelled Pinkie Pie.

"Squidward, Squidward...SQUIDWARD!" The cephalopod yelled at the pony in annoyance.

"Calm down, everyone," Rainbow Dash said, calming the situation down. "Now we got work to do. First we rescue Sophie then we'd worry about Flynn and Rapunzel."

"Yeah, that's right." Pinkie Pie said. "She's family! She's blooooooooood!"

"Okay, here's the plan..." Rainbow Dash began to say.


	7. Sophie and Howl's Day Together

**Ch.6-Sophie and Howl's Day Together**

Back at the mansion, Howl was in a room getting ready for his daily piano practice. As Garfield, Odie, the Lorax, Barbaloots, Swomee Swans, and Humming Fishes watched, Howl hugged Sophie as he sat on the bench.

"Howl, we don't hear any piano practicing in there." Mr. White called.

Howl smiled then said, "Okay, Mr. White" Howl then looked at Sophie and said, "I gotta practice, Sophie."

"Mind if I watch?" Sophie asked with a smile.

"Sure, why not?" Howl said smiling back as he put his new 'kitten' on the piano.

Odie and Pipsqueak chuckled at the cute scene.

Howl began to practice. But he was interrupted when he heard two low notes out of place. He turns and giggled as he watched Sophie tapping a piano key.

"So you wanna practice as well?" Howl asked.

"Why not? Make this interesting." Sophie said nodding.

Howl chuckled then resumed playing as Sophie kept tapping a few keys. He then began to sing a song.

Howl: **You and me together we'd be**

Sophie continued helping by turning a page of Howl's songbook.

**Forever you'll see,**

**We two can be good company**

Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Hummign Fishes, and the rest of the Barbaloots watched, impressed with Howl's playing and Sophie's helping. Angelica just happened to walk by the room and stopped when she heard Howl's singing. She looked in and frowned as Howl sang while playing the piano as Sophie helped. Angelica glared angrily as this continued.

**You and me**

**Yes, together we two**

Angelica grunted as she left. No one heard her leave though.

**Together, that's you!**

With a smile, Howl pointed to Sophie who smiled lovingly at him.

**Forever with me**

**We'll always be good company, you and me**

**Yes, together we'll be**

After practice, Howl, Garfield, Odie, the Lorax, Barbaloots, Swomee Swans, Humming Fishes, Mr. Black, Mr. White, and Sophie went to the park.

In the lake in the park Sophie splashed the water with her paw getting an annoyed Garfield wet. Howl rowed the boat while he and Pipsqueak were giggling at Garfield's misfortune.

Later, everyone got ice cream. Howl shared his ice cream with Sophie. Sophie got some cream on her nose and didn't know until Howl giggled and pointed. Sophie saw the cream and looked sheepish as the others laughed.

The group had a carriage ride later on.

Afterwards, Howl got Sophie gifts. The first present was a bowl with her name on it and the second was a blue collar with a green tag with the word "Sophie" on it. It also had Howl's address written on it.

Sophie was excited not just because of her new gifts, but her chance at happiness had just tripled. She looked at Howl with love in her eyes and licked his face. Howl smiled and hugged her.

"Whoa. She must like Howl a lot. Too much, I think." The Lorax thought to himself.

"Thanks." Sophie told Howl happily.

"You're welcome." Howl responded warmly.

Later that night, Howl was still singing the song as he got ready for bed with Sophie getting ready for bed as well.

Howl: **You and me together we'll be**

**Forever you'll see**

**We'll always be good company,**

**you and me,**

**Just...wait...and...see**

Howl kissed Sophie on the cheek, making the 'kitten' blush.

"Good night, Sophie" whispered Howl before they both fell asleep.

Mr. Black and Mr. White, who were watching this, smiled then turned off the light, and closed the door.


	8. Rescue or Kidnapping?

**Ch.7-Rescue or Kidnapping?**

The next day, Howl left the mansion to go to school.

"Bye Mr. Black and Mr. White! Bye Garfield! Bye Odie! Bye Lorax! Bye Barbaloots, Swomee Swans and Humming Fishes! Bye Sophie!" Howl said calling out to his guardians, friends, and cat before he got on the bus.

Once the bus left, Rainbow Dash and her gang appeared from the bushes.

"Okay, here's what we gotta..."

Rainbow Dash was interrupted when they hear a beating noise. They looked up and gasped as they saw Mr. Black and Mr. White in the kitchen, hitting their palms with a rolling pin.

"Oh no! She's dead now!" groaned Patrick.

"I'll take care of them." declared Squidward.

* * *

Upstairs, Sophie was in Howl's room, day-dreaming about her new found love.

Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots came in. "Okay you. Tell us the truth. Are you really a kitten?" Garfield asked.

"What makes you say that?" asked Sophie nervously.

"Look kid. We can see you're in love with Howl," the Lorax said while the other animals agreed with him

Sophie looked at Pipsqueak as he gave her the puppy dog eyes before she sighed. "Okay. A couple of nights ago, this woman named Maleficent turned me from a human into a kitten. Now the only way for me to turn back is to find true love… which appears to be Howl."

The Lorax frowned while Odie, Pipsqueak, and Lou felt sorry for her. "We've heard of that woman Maleficent. Everyone knows she's as deep in trouble as you can get but no one can prove it. Well, I think we might be able to help you with Howl. See ya later kid."

Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots headed downstairs.

* * *

Inside the kitchen, Mr. Black and Mr. White were actually watching Celebrity Deathmatch on TV, getting all excited as Justin Timberlake of N'Sync battled it out with Kevin Federline. They shouted out demands at the TV.

"Come on! Body slam! You can beat that guy that took Britney!" yelled Mr. Black. "Bite him, Justin!" Suddenly the moment was interrupted when the doorbell rang, annoying them. "Oh, what now?"

* * *

Outside, SpongeBob pushed the bell repeatedly like a little child.

"SpongeBob," SpongeBob turned to see Rainbow Dash behind him. The Pegasus hissed, "Get out of there!"

"What?" SpongeBob asked confused. Then Twilight Sparkle grabbed him and pulled him away.

And just in time as Mr. Black and Mr. White opened the door to answer the caller. "'Hello?"

They heard a groan and looked down to see Squidward lying on a step. They didn't know that the cephalopod was pretending to be in pain, nor did they recognize him at first.

"Oh you poor kitty." said Mr. White pitifully as they knelt down to check on Squidward.

"That's not a cat, Mr. Black and Mr. White," said Garfield as he came out. "That's an cephalopod."

Suddenly the cephalopod smirked. Finally Mr. Black and Mr. White recognized him in annoyance. "You!"

Squidward laughed as he ran off with Mr. Black and Mr. White chasing him, leaving the door wide open. Garfield rolled his eyes and went back inside to the library.

"Now," Rainbow Dash yelled as she and the others ran through the door and closed it.

Mr. Black and Mr. White turned and looked puzzled. "What?"

As they looked around, Squidward snuck by them and got inside, closing the door behind them. Mr. Black and Mr. White were more confused now.

* * *

Inside the mansion, everyone looked around in awe.

"Hey, check out this joint!" Spike said in amazement at the mansion.

"Picasso...Rembrandt...they got the masterpieces." Squidward said looking at paintings hung nearby.

Pinkie Pie looked at the paintings confused and looked upside down. "Wow, how could Picasso even do it?"

"Well, I say that for a place that's Sophie's prison, it's really grand. It can't be all bad." commented Rarity.

"Sweet," Patrick said as he and SpongeBob made themselves at home in the living room, taking a whiff of a bubblegum cigar. "Man, if this is torture, chain me to the wall."

"Hey morons!" yelled Rainbow Dash pointing to the door. They saw that Mr. Black and Mr. White were rattling it, trying to get back in. "In case anyone has forgotten, we have to get Sophie and get lost!"

"I don't know, Rainbow Dash. I think this place is a nice place for Sophie to stay" Fluttershy said with a concerned look.

"She's right. Maybe we should let Sophie stay here." Twilight Sparkle agreed.

"Yeah," Pinkie Pie agreed also.

"Hey! I'm the boss here! And if I say we came to get Sophie, we get her!" Rainbow Dash snapped angrily.

The three speakers glared at Rainbow Dash but they had to go along anyway. They and the others followed the Pegasus upstairs while Patrick followed in a hurry, taking his bubblegum cigar with him.

* * *

Meanwhile, Angelica was in her room complaining about Sophie and the attention she was getting. She mocked Howl in her reflection as she put on some makeup.

"I love you, Sophie. Play with Angelica." Angelica mocked Howl. Then she growled, "Oh, I'd like to play with her alright. The little furball."

Angelica then took out a perfume bottle and squeezed it hard over and over again making a cloud. When the cloud cleared, she noticed another face in the mirror: a face of a blue Pegasus.

Angelica screamed horribly. She turned and climbed on her dress upon seeing Rainbow Dash. "Who are you? What are you doing here? MR. BLACK! MR. WHITE! HELP! SOMEONE'S OUT TO GET ME! GET UP HERE NOW!"

"Hey, calm down, girl!" protested Rainbow Dash, trying to calm her down.

Angelica tipped her dresser over and broke her mirror. She got up before the dresser fell.

* * *

Back downstairs in the kitchen, Mr. Black and Mr. White could barely go in through the window and when they did, two pots fell on their heads. They were too busy being shocked at the footprints made in the kitchen to notice though.

* * *

Back in Angelica's room...

"GET OUT OF HERE!" screamed Angelica as she backed off from a confused Rainbow Dash. Then she mumbled to herself, "I knew one day this would happen. A prowler."

"Oh quiet down. I am not after you." Rainbow Dash said, rolling her eyes.

"You're not?" said Angelica in relief. But then she realized what tone she spoke in and repeated in an insulted tone. "You're not? And why not? What's wrong, fuzzy? I am not the girl you are looking for? Do you know who you're rejecting here?" She points to her many awards everywhere. "17 cammys, 6 gold records, and 4 crystal ones. 10 TIME NATIONAL CHAMPION," Angelica screamed the last one.

"Oh, and I'm sure we're all impressed. Right, guys?"

Angelica hadn't realized that there were more intruders. That is until she looked around and saw the rest of the gang.

Then she noticed something that made her disgusted. Patrick was walking up to her, eyes heart-shaped. "Very impressed," Patrick said.

"Eeew, gross." said Angelica sticking her tongue out grossed out.

Patrick kissed Angelica's hand and bowed. "Let me introduce myself, my fair lady! My name is Patrick Fancy Smart Star, but you can call me 'Patrick'." Patrick said, quirking his eyebrows at the disgusted Angelica.

"Get away from me, you PINK BLOB!" yelled Angelica so loudly that Patrick fell back like he was pushed down by a mountain. Patrick just sighed and looked at Angelica with a giggle.

Nearby, Twilight Sparkle, Applejack, Rarity, Fluttershy, and Pinkie Pie were looking at a picture of a handsome boy. "Say, who's this?" Pinkie Pie asked pointing to the picture.

"No one you should know about!" snapped Angelica angrily putting the picture face down. She then saw Squidward on her bed, eating her chocolates. "And you, get off my bed!"

Then she saw SpongeBob sniffing her powder. "Get away from..."

Too late as SpongeBob sneezed loudly, causing the face powder to explode into the air. Angelica glanced angrily at SpongeBob who looked sheepishly.

"That does it! I want you fiends thrown out of my house now! MR. BLACK AND MR. WHITE! GET UP HERE!" Amaya yelled for Mr. Black and Mr. White once more.

"Okay, we will leave once we get Sophie back." Rainbow Dash said turning to leave.

"I refused to be scared off by a bunch of..." Angelica stopped when she realized what Rainbow Dash had said. She smiled sweetly and said, "Oh, you mean the kitty? Oh, what a witch I was. You must be her friends she spoke of."

"Angelica!" Everyone jumped upon hearing Mr. Black and Mr. White's voice.

As Mr. Black and Mr. White walked near Angelica's door, Mr. White frowned. "What is going on here?"

Mr. Black and Mr. White came into Angelica's room and found the girl in bed. It appeared that she was reading a magazine with the blanket over her. She looked up and smiled sweetly. Mr. Black and Mr. White shrugged and left. They didn't see the statues in the room nor noticed that it was actually Rainbow Dash and her pals pretending to be statues. Well not all of them. Patrick was behind the door as Mr. Black and Mr. White closed it, being hung by a torn hole in his pants. His pants ripped further and he fell to the floor.

"Come on, before they comes back. Follow me." whispered Angelica as everyone came out of hiding.

Soon they found the young kitten in question, sleeping peacefully on Howl's bed.

"Aw, look at her. She's so cute when she's like that." cooed Rarity happily.

"Looking at this place, I can see why." agreed Spike.

"You know what, maybe we should forget this whole thing, Rainbow Dash." Applejack told her friend. "She looks so peaceful here."

"NO!" yelled Angelica in a panic. "You can't leave her here! She's traumatized!"

"Angelica?"

Angelica yelped. Mr. Black and Mr. White were coming. She grabbed Sophie who woke up. Before she could say anything, Angelica threw Sophie to SpongeBob and Squidward who had an empty pillowcase to use as a bag. Squidward closed the pillowcase, muffling her yells.

"Get out of here! There's a fire escape! Use it!" urged Angelica pointing to the fire escape outside of Howl's bedroom window.

The gang opened the window and ran down the fire escape. Except for Patrick who stayed behind and leaned towards her smiling devilishly.

"Well, I guess this is goodbye. But being a beautiful girl like you deserves more than a goodbye so...I got something to remember me by." Patrick said leaning towards the horrified Angelica.

Meanwhile in the library, Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots were doing some research when they heard a smooching sound and a scream of "YOU SICK JERK!" They recognized that as Angelica's voice and heard a slapping noise afterwards. They looked out the window and turned to the direction of the fire escape and looked surprised to see Rainbow Dash coming off of there, with a lovesick Patrick tumbling after, landing on the ground with a thud.

"What is this?" the Lorax asked puzzled. The Barbaloots, Swomee Swans, and Humming Fishes look at each other and shrug.

Patrick stood up smiling like a love struck idiot, a red slap mark on his face. "Sweet! I think she likes me!" Patrick said, thinking Angelica gave him a love slap.

"Oh brother," Rainbow Dash said, rolling her eyes as she followed the others as they made their way back to the warehouse. Patrick follows, lagging behind singing like a love-struck idiot.

Patrick: **Ooo, I could've danced all night**

**I could've danced all night...**

Garfield looked confused. "What was that about?" Odie and Pipsqueak just shrug.


	9. The Ransom of Sophie

**Ch.8-The Ransom of Sophie**

Soon the gang got back to the warehouse, though Twilight Sparkle, Applejack, Rarity, Fluttershy, and Pinkie Pie were not happy cheering as they 'saved' Sophie from her 'doom'.

"Good work, everyone." said SpongeBob with a smile.

Patrick opened up the pillowcase and let Sophie fell out. The kitten got up and looked puzzled. Then, remembering what had happened, she looked furious.

"What were you guys thinking you were doing?" yelled Sophie angrily.

"Oh, rescuing you for one." said Applejack sadly.

Unaware of Sophie's anger, Patrick exclaimed excited, "Man, you should have seen how Squidward handled the two guys! Sweet!"

"Rescue? What..." Sophie said shocked.

"I was very good, wasn't I?" Squidward said proudly.

"And let's not forget Patrick and Miss 10 Time National Champion." SpongeBob said smirking at Patrick who blushed.

"But I don't understand you guys." Sophie interrupted once more.

"You okay, Sophie?" asked Spike concerned, kneeling down to Sophie's level.

"I'm okay but..."

Patrick jumped in and hugged Sophie, interrupting the 'kitten'. "Sure she is! She's back with her best friend Patrick!" Patrick laughed as he gave Sophie a noogie. But the transformed girl got free.

"I was happy there! Why did you take me away?" Sophie demanded angrily.

No one spoke. No one, except Twilight Sparkle, Applejack, Rarity, Fluttershy, and Pinkie Pie, knew she was going to say that.

"But...we rescued you, Sophie" said SpongeBob, shocked by the outburst.

"Yeah. We brought you home." agreed Spike.

"Listen! I have another home now! And someone who loves me!" snapped Sophie growling.

"What are you saying? You're with us!" protested Rainbow Dash rhetorically.

"Shut up, Rainbow Dash!"

"When you're with the gang, you're with family!" Rainbow Dash exclaimed, hurt by what Sophie had said. "We risked our butts getting you out!"

"Well, excuse me, but all I ever wanted was..."

"Oh, now this isn't good enough for you?" snapped Rainbow Dash, interrupting what Sophie was saying. Then with sadness added, "Don't wanna mix with the freaks?"

"Guys, I like you. Seriously, I do." Sophie said getting a bit calmer. "But there's a boy named Howl living there and...I love him!"

Everyone else, but Twilight Sparkle, Applejack, Rarity, Fluttershy, Pinkie Pie, and Rainbow Dash, gasped at this announcement. Rainbow Dash was too hurt to gasp.

"And that's more than being a friend! I want to go back to him," said Sophie sadly.

"We should never have taken her, Rainbow Dash." Applejack told Rainbow Dash sadly.

Rainbow Dash, still shocked upon hearing that Sophie loved Howl, got a bit angrier. "'Love him'? Are you crazy? He's a human! You're a cat!"

"I am going to tell you what I told Twilight Sparkle, Applejack, Rarity, Fluttershy, and Pinkie Pie a while ago! I am not really a kitten! I was turned into one by Maleficent sometime before I met you!" Sophie yelled while tears fell from her eyes.

Spike looked surprised and looked at the ones Sophie had told. "You knew?" Spike asked.

"Yes, we did. It was when Sophie first came here." Fluttershy explained.

"And none of you told us?" demanded Rainbow Dash angrily.

Pinkie Pie got nervous and said, "Whoa. Look at the time. Gotta go to bed," She then made a beeline for her bed and hid under the blanket.

"Like I said before, I love him. The only way I can change back to the way I was is to find my true love and...I love Howl. So..."

Rainbow Dash interrupted Sophie angrier and hurt. "You want to go? Fine! There's the exit!" she yelled pointing to the exit of the hotel. "Don't let your butt get hit on the way out, you traitor!"

"But she just got here." Spike said shocked.

Rainbow Dash didn't hear Spike as she was still glaring at Sophie. "Go on! No one's stopping you!" snapped the Pegasus.

"Hey, Rainbow, you got to lighten up" said SpongeBob calmly.

"You lighten up! If she doesn't want to stay here, let her go!" Rainbow Dash yelled. Then she turned and sat in front of the TV.

Twilight Sparkle sighed sadly then told Sophie "Come on Sophie. The girls and I will take you home."

Sophie looked around sadly at her friends. The others gave her the same look. Sophie looked towards Rainbow Dash then grunted angrily. She turned and followed the four ponies to the doors when Flynn and Rapunzel came in sadly. They'd had no luck in getting the money Maleficent needed and they were running out of time. Flynn stopped in front of Sophie and picked her up to pet her.

"It's hopeless. We will never get the money." Flynn said sadly.

"I'm sure things will turn out better. Though I think you're right." Rapunzel agreed sadly.

Rainbow Dash saw the pair coming her way and left the couch reluctantly to let them sit in it. As Flynn petted Sophie again, he noticed the collar around the cat's neck.

"What's this?" Flynn asked looking at the collar. Rapunzel looked and, along with Flynn, saw a nametag with the address on it on the collar.

"So that's where you been. I guess you turned out very well," said Rapunzel with a sad smile.

"I bet whoever owns you now can spend more on toys than we do on food in a month." Flynn added.

"Whoever it must be worried about you. I bet your owner is in that big house right now, with only money to comfort him, including his millions and millions of dollar to keep him company." Rapunzel sighed sadly.

Flynn's eyes widened upon hearing what Rapunzel had said. "That's it! Rapunzel, you got it!" he said kissing Rapunzel on the face.

"Got what?" Rapunzel asked, blushing after getting the kiss.

"This is it! The solution to our problems!"

"What solution?" Rapunzel asked curiously.

"This. Sophie here," Flynn said nodding to Sophie. "We can send her owner...a ransom!"

Rapunzel looked shocked. "You mean as in cat-napping? We're going to pretend to hold Sophie hostage so her owner will pay over the money we need?" she asked.

"Sure!" Flynn noticed a concerned look on Rapunzel's face, and added. "Rapunzel, this is the only hope left."

"You're right. I just hope we don't get arrested for something we don't do." Rapunzel said to her fiancée.

Flynn took a pen and paper from a table nearby and began to write. "'Dear Mr. Rich..." He scribbled out the word. "'Mr. VERY Rich..."

* * *

Back at the mansion, Howl got home and went inside so he could play with Sophie. When he arrived, he saw Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots going through some stuff.

"Guys, what are you doing?" Howl asked.

"Looking for Sophie. We were doing research outside earlier but when we came to talk to her, she was nowhere to be seen" explained the Lorax as he looked up.

"What? She's gone? We need to find her." Howl said very concerned. He then left and called for Sophie. "Sophie? Sophie!"

Howl went to his room. "Sophie! I'm home!" But Sophie wasn't in his room. "Weird."

Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots appeared.

"We can help you find her!" Garfield declared while Odie, the Barbaloots, Swomee Swans, and Humming Fishes nodded.

"Okay, most of you check this level and the outside once more. The rest and I'll look downstairs." Howl instructed.

Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots nodded and went to find Sophie.

Meanwhile, Angelica was in her room watching an exercise program.

Garfield and some of the Barbaloots, Swomee Swans and Humming Fishes came in. "Hey Angelica! Sophie's missing! You've got to help us find her!"

"Oh, okay. This show was silly anyway." Angelica said with an annoyed sigh as she turned the TV off. As Garfield, the Barbaloots, Swomee Swans, and Humming Fishes left, the girl said sarcastically. "Oh where can Howl's lovely kitty be?" She then mumbled. "Anywhere far from me I hope."

"Sophie?" Garfield called as he searched.

"Not in here." said Angelica sarcastically as she looked in a fish bowl.

Back downstairs, Howl was looking around the foyer with no luck.

"Sophie! Sophie?" Howl called. Then he and Odie noticed Pipsqueak tugging on something in the mail slot. "What have you got there, Pipsqueak?" Howl said, before he pulled it out. It was a strange looking note. "What's this?" Howl took the note and looked it over while Odie and Pipsqueak watched. He began to read. "'Dear Mr. Very Rich Kitten Owner Person..."

Garfield, the Lorax, the Barbaloots, Swomee Swans, and Humming Fishes came from downstairs out of breath.

"She's got to be a good hider. We can't find her upstairs." panted the Lorax. He noticed that Howl had a shocked looked on his face. "Uh, Howl?"

Angelica went into the kitchen, humming innocently to herself. She then took Sophie's bowl and went to the trashcan. She opened it up and 'accidentally' dropped the bowl in. "Oops."

She went out to the foyer and came up to Howl as he was finishing reading the letter shocked at its contents, along with Garfield, Odie, the Lorax, Barbaloots, Swomee Swans, and Humming Fishes who were listening.

"...And if you don't bring the money, you'll never see your cat again." Howl finished in shock.

Garfield's eyes widened as he realized what the note referred to. 'Sophie!' he thought.

Howl cried as he hugged Angelica. "Angelica! Something terrible has happened! Someone kidnapped Sophie!"

The Lorax then remembered seeing two figures (Rainbow Dash and Patrick) at the mansion but seeing Howl depressed right now, he decided not to bring it up right now.

Howl heard Angelica making a crying sound over his shoulder. He smiled. "I see you loved her too, Angelica."

Garfield and the Lorax, on the other hand, saw that Angelica was snickering.

Howl looked in determination. "Well, cry no more! We'll get Sophie back!" declared Howl.

Angelica gasped upon hearing that while the Barbaloots, Swomee Swans, and Humming Fishes cheer happily. The Lorax glared at her then whispered, "By the way, did you see some people here earlier and did you have anything to do with it?"

"Uh, no," Angelica said innocently with a whisper.

Howl let Angelica go and got up. "Come on! Let's find Sophie and bring her back!" Howl declared.

Angelica, on the other hand, just groaned as Howl, Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots got ready to leave.


	10. Maleficent's Cruelty

**Ch.9-Maleficent's Cruelty**

Later that night, Flynn, Rapunzel, Sophie and Rainbow Dash were outside Maleficent's warehouse rehearsing their speech to the evil villain. Maleficent owned a business in which she was in the disguise of a businesswoman, no one but a few knew her true identify. Sophie was in one of Flynn's pockets while Rainbow Dash, still angry with Sophie, glared angrily at the girl.

"Maleficent, we got a plan that is short, sweet and simple." began Flynn. "It's an airtight plan, fail proof."

"We'll ransom a kitten and we will see to it that you get paid tomorrow." added Rapunzel. "And if you'll be patient, we can throw in extra as well."

"So how about it? Our final offer; take it or leave it." Flynn finished quickly.

Flynn rang the doorbell.

"Who is it?" booms a voice, making the group jump. Maleficent was using magic instead of intercoms to speak to any visitors.

"Uh, well..." Flynn began to say nervously.

Inside her office, Maleficent was using magic mirrors to conjure what seemed to be security camera images. She saw the group outside and smirked.

"Ah Flynn, Rapunzel. Why didn't you say so in the first place?" Maleficent said with a grin looking at the magic mirror image with the group on it.

"Uh, Maleficent. Hi. If you're busy, we can come back later." Flynn said nervously.

"Nonsense. Just push the door."

Flynn went to the door. He tried to pull it.

"Uh Eugene..." Rapunzel began to say.

"I SAID PUSH!" Maleficent yelled.

"Oh right, sorry" said Flynn chuckling sheepishly.

The group pushed on the door lightly and came in.

The group entered Maleficent's office. The dark mistress was on the phone while her Heartless were nearby glaring and snarling at the gang as they circled them.

"Come in. I'll speak to you when I'm done." Maleficent said, not looking up from the phone.

As Maleficent spoke into the phone, Flynn looked bored and took a look. He then saw a model of Maleficent's car. Flynn smiled and fiddled with it for a while. But to his shock, he broke the side mirror panel right off. In a panic, he tried to put the piece back on. But then he stopped horrified as Maleficent hung the phone up loudly and turned to look at her visitors. Flynn chuckled nervously as he dropped the mirror.

"So my dear 'friends', did you bring the money I asked you to bring me?" Maleficent asked with an evil smirk, glancing at the Heartless who were ready to strike.

"Well, not yet, but we will. You see, we got you an air tight cat...err, I mean plan." Flynn said nervously.

Maleficent frowned and signaled to her minions. Stealth and Beast circled the group again with evil grins and snarls.

"Wait. Let us continue." protested Rapunzel nervously.

"Flynn, Rapunzel. If you don't have the money..." Maleficent said then she gave her minions the signal.

Soon the Heartless smiled and leaped at the group. Suddenly before they got any closer, Rainbow Dash jumped in and knocked the minions away.

As Sophie watched horrified, the minions then attacked the Pegasus that had interrupted them.

Rapunzel had seen enough and yelled out. "Maleficent, please! The money is coming to you tonight! A guy is bringing it in order to get his cat which we cat-napped back!" She then grabbed Sophie out of Flynn's pocket and put her on Maleficent's desk with a thud.

Maleficent glared at the kitten and Sophie glared back. Sophie knew her and she did not like her. She could tell Maleficent recognized her because she just smirked upon seeing her again. Maleficent then gives another signal and her minions stopped attacking Rainbow Dash. Stealth scowled at Rainbow Dash and threw her across the floor. Rainbow Dash looked terrible as blood was oozing from where she was hurt badly.

Flynn and Rapunzel ran over to Rainbow Dash, helping her to her feet.

Sophie was the most horrified of them all. Rainbow Dash might have been a jerk to her before but she didn't deserve this.

Sophie heard a chuckle and turned to see Maleficent looking at the collar around her neck. "Well, you two have turned to kidnapping. I'm impressed. You are starting to be like me. There's hope for you after all." Maleficent then laughed, "I will give you two 12 hours. That's it. Don't fail."

Sophie leapt off the table and ran to the couple and the injured Rainbow Dash. Tears formed in her eyes as she looked at the injured Pegasus.

"Oh Rainbow Dash. I'm sorry." Sophie mumbled sadly.

The group soon began to take their leave, Flynn carrying Rainbow Dash, making sure not to make the injuries worse. As the group left, Flynn and Rapunzel turned and glared at Maleficent who said, "And this is your last chance."

"Don't worry, Maleficent. You'll get your money and when we do, you'll never hear from us again and vice versa!" Flynn said sternly.

"Yes." Rapunzel said, agreeing with her fiancée.

As they left, Maleficent began to chuckle evilly. Her evil chuckle then turned into evil laughter as lightning filled the night sky.


	11. Reunited and Torn Apart

**Ch.10-Reunited and Torn Apart**

Meanwhile, in the harbor, Howl, Garfield, Odie, the Lorax, Barbaloots, Swomee Swans, Humming Fishes and Angelica were walking among a pier. Howl was looking at a map but was having trouble reading it as it was poorly drawn.

"Okay, we make a left then right...and turn left to what's this?" Howl said reading the map. Then he frowned and sighed. "I can't read this!"

"Yeah, it looks like a 4 year old drew it," said Garfield observing the map.

"Oh, this place is gross looking and probably has diseases!" complained Angelica as she looked around. "I don't want to be here."

"Well, maybe if you hadn't aided in this, you wouldn't be here!" the Lorax said

"Aided in what?" Howl asked puzzled.

"Nothing." said the Lorax and Angelica at once.

Howl sighed sadly. "Sophie has been kidnapped, some creep who kidnapped her gave us this ransom note and now we don't know where we are!"

"What else could go wrong?" Angelica said with a groan.

Suddenly lightning flashed and it began to rain while Odie pulls out an umbrella and puts it underneath himself and Pipsqueak.

"Did ya have to say that?" Garfield said to Angelica with a scowl.

The group ran to get out of the rain or to find Sophie and her 'kidnapper'.

* * *

In another part of the pier, Flynn and Rapunzel were waiting, impatiently and/or nervously for the owner's arrival.

"Where is he? He's late!" complained Rapunzel.

"Okay, so I can't draw. It was still a perfectly good map," said Flynn.

Meanwhile, Rainbow Dash got to the others; all were shocked at her scars and blood dripping slowly.

"Are you okay?" Rarity exclaimed worried.

"It's okay. Never laid a claw on me" Rainbow Dash said smoothly. But then she groaned and coughed out blood.

"Oh dear" cried Twilight Sparkle as she pulled out a medical kit. Fluttershy knelt down next to Rainbow Dash, and whispered in her ear.

"Sophie said that she's sorry, guys. She didn't mean for Rainbow Dash to get hurt." Fluttershy said.

"Hey, tell her 'don't beat yourself up '." Pinkie Pie said. "Seriously, don't tell her. We don't want another hurt person here."

"Yeah. Maleficent and her minions were insane" Spike said.

"What if they come and they still decide to kill us?" Flynn asked concerned.

"Calm down, Eugene" Rapunzel said.

At that moment, Howl, Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, the rest of the Barbaloots, and Angelica came behind them.

"Excuse me?" Howl asked tapping Flynn on the shoulder.

Suddenly Flynn jumped in fear and he knocked into Rapunzel and they ended up in a fishing net and ropes.

"We were framed! We didn't do it!" yelped Flynn.

"Calm down, Eugene" Rapunzel said, seeing Howl's group while Pipsqueak waved hello to them. Rapunzel used a scalpel to get herself and Flynn out of the ropes and nets.

"Hey, I don't think you should be here. This place is pretty rough. You and the others should go home where it's safe." Rapunzel told Howl as she got back up.

Patrick came over, followed by the rest of the gang. Upon seeing Angelica, he smiled and made very rude kissing noises to the girl. Angelica groaned and turned away, rolling her eyes in disgust.

"Uh, we would but we're kinda lost." added the Lorax while looking around. Sure enough he recognized Rainbow Dash and Patrick from earlier. He narrowed his eyes in suspicion.

"Sorry to hear that." Rapunzel said.

Sophie poked her head out of Flynn's pocket and smiled excitedly as she saw Howl, Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots, but mostly Howl. Pipsqueak noticed her and waved cheerfully at her. Flynn saw Sophie's head poking out and put her back into his pocket.

"What are you people doing here anyway?" asked Flynn with a frown.

"We came to find my kitty, Sophie. We have to get her back." said Howl sadly concerned.

"Your kitty?" asked Flynn surprised.

"Someone kidnapped the little kitten" the Lorax added, eyes still on Rainbow Dash and Spike.

"Why is he looking at us like that?" Patrick whispered to Rainbow Dash, noticing that the Lorax was glaring at her and Patrick.

"Oh shoot. He must have saw us leave." groaned Rainbow Dash in a whisper.

"Are you sure? It has to be a mistake." Rapunzel said, looking down to the ground in guilt.

"No! I am certain someone kidnapped her! I even got the note!" Howl said taking out the ransom note and handing it to Flynn.

'Uh oh.' thought Flynn in guilt.

* * *

Five yards away, Maleficent, and her Heartless were watching this.

"I see. So the Mario heir is the girl's new 'owner'." chuckled Maleficent. "We must get him at once."

"I see. You want to kidnap him because an heir costs a whole lot more than a useless kitten," said Stealth nodding.

"That and more. Remember the girl who my Heartless attacked a while ago?" The dark mistress asked. The Heartless nodded, though they weren't there at the time. "That girl is the young kitten Flynn showed me back at my office. The only way she can be turned back to her old self is to find her one true love. And if this boy is that love, I want him kidnapped so the young girl will forever be a cat." Maleficent smiled. "It's another perfect way to make her forever miserable as her one chance of becoming herself again and finding her true love are taken away from her."

"Let's get him now." snarled Beast impatiently.

"Patience, my pets, patience." said Maleficent.

* * *

Back with Howl and the others...

"We even brought this so we can get her back.," said Howl taking out a piggy bank and showing it to the owners.

"Oh, a piggy bank. How...fortunate," Flynn said in disappointment. He knew that whatever was in there was not enough to pay off the dark mistress.

"It's all I've got." Howl said, tears in his eyes. Garfield, Odie, the Lorax, Barbaloots, Swomee Swans, Humming Fishes and Angelica, reluctantly agreed, nodding.

"That's terrible." Rapunzel said sadly.

"Oh, I miss her. What kind of cruel person would go and kidnap a kitty?" demanded Howl, both crying and yelling angrily at the same time.

The warehouse owners looked at their feet, still in guilt. Flynn then looked up and said, "Well, maybe this person and his friends were up against the wall and at the end of their rope." He gestured to emphasize his point.

But all this did was to cause Howl to cry hardly. Rapunzel sighed.

"They must have been poor and desperate people," she said.

"It's still wrong!" Howl cried out. "I...I'm so scared. I don't know what to do!"

"Neither do we." Flynn said.

The group watched as Howl began to sob. Flynn sighed as he looked over and saw Howl crying with Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots comforting him. Flynn took Sophie out of his pocket and petted her. The young 'kitten' looked at him with a sad look.

Then Flynn became determined. "That's it! I don't care what Maleficent does to me! I can't let that poor boy be miserable for the rest of his life because his friend is gone!"

Then Flynn dropped Sophie into a nearby box. Then he gasped in fake surprise.

"Hey! I found something!" Flynn said calling to Howl and his group who looked up. Flynn took Sophie from the box and hid her from their view as he brought Sophie over. "It's a lost kitty! I am not sure but maybe you could recognize her."

As he said 'recognize her', Flynn revealed Sophie to Howl. Howl stopped crying and gasped happily.

"Howl!" cried Sophie happily with a smile.

"Sophie!"

Sophie jumped into Howl's arms and mewed happily as he petted her.

"Howl," Sophie said as she looked at him. "I know you're going to think I'm kinda crazy and all for saying this, but it is the truth. I wanted to tell you this before. I...I love you. And I am not really a kitten. I was a human like you."

Howl looked at Sophie for a while, and then smiled. "I know."

"You knew?" Sophie said surprised.

"When I first saw you, I feel deep down that you were different than all the cats and kittens. And the way you felt towards me made me realized that you're more than a regular kitty. I don't care if you're a cat, human, or any other species." Howl smiled warmly as he hugged Sophie and then said. "And to tell you the truth, Sophie, I love you too."

Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots smile. "I was hoping for this since Sophie told us," the Lorax said as Odie, Pipsqueak and Lou smile happily for the couple.

"You knew she wasn't a kitty in the first place?" Angelica asked the Lorax surprised.

"Yup."

Rapunzel smiled as she walked up to Flynn. "You did the right thing, Eugene. I'm so proud." She then kissed him on the cheek.

"Well, I didn't want Howl to be miserable anymore," Flynn said.

"How nice," chuckled an evil and familiar voice.

"Maleficent!" Flynn exclaimed horribly.

Suddenly, Maleficent appeared out of nowhere and fired a blast, knocking Sophie from Howl's arms. She then used her scepter to trap the boy in a paralyzing spell.

"Howl!" yelled Garfield while Odie and the Barbaloots, Swomee Swans, and Humming Fishes gasp.

"Maleficent! What are you doing?" demanded Flynn.

"Let me go!" Howl yelled trying to escape but the dark mistress's spell was too strong for him.

"Stop it," Sophie yelled as she lunged at Maleficent. The villain knocked her away.

"You can't do this!" Rapunzel yelled.

Maleficent knocked Flynn and Rapunzel back with a spell, then snarled. "Do not tell anyone of this and consider this account and any future accounts closed!"

Suddenly in a flash, Maleficent teleported away, taking Howl with her. Sophie, who recovered, gasped horribly.

"No!" Sophie yelled. She then pounded her paws on the pier. "No, no, no, no, NO!"

All of Sophie's friends along with Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, the rest of the Barbaloots, and Angelica ran to her.

"Sophie, are you okay?" asked Twilight Sparkle in concern.

"She...she took Howl! First she turns me into a cat, now this! That's it!" Sophie yelled, hissing in anger.

"Well, in that case, we should get him back now, won't we?" Rainbow Dash said.

"What? You're going to help despite what I said earlier?" Sophie asked Rainbow Dash surprised.

Rainbow Dash smirked. "Hey. Absotively, kiddo."

"Let's kick some evil hind end!" Pinkie Pie yelled.

"Yeah," Everyone else besides Squidward exclaimed in agreement.

"Let's go!" Squidward called out.

"Let's get Howl back!" SpongeBob agreed.

"Let's go!" Sophie shouted.

"Let's get Howl back!" Garfield agreed and Odie did also as he and Pipsqueak nodded.

"We'll go get Max and the bus and meet you there!" Flynn shouted as Sophie and her friends ran off to Maleficent's warehouse, Garfield, Odie, the Lorax, Barbaloots, Swomee Swans, Humming Fishes, and Angelica following after them.

Only Flynn and Rapunzel were left on the harbor. They didn't move an inch.

"Eugene, do you even remember where you parked Max and the bus?" Rapunzel asked.

"Uh...there?" Flynn said sheepishly pointing to nowhere in particular.

Rapunzel groaned as she slapped her head. "You have all the coronary arteries memorized but you can't remember where we parked?!"


	12. Sophie & Company to the Rescue

**Ch.11-Sophie & Company to the Rescue**

Soon, Sophie and her friends got to Maleficent's hideout. Squidward, Patrick, SpongeBob, Spike, Pinkie Pie and Garfield went to take a look around. A while later, they returned, disappointed looks on their faces.

"Great! Just great! We can forget getting in!" complained Spike.

"It's locked up tight, Rainbow Dash" Pinkie Pie explained.

"Now what?" Applejack asked with a groan.

"There's got to be a way in! Maleficent can't have thought of everything." Fluttershy said looking around.

Rainbow Dash looked around then eyed an open window. "I've got it! There's an open window up there. We've got to launch someone in there."

"Fluttershy and the Swomee Swans could fly up there but I bet Maleficent thought of that." Twilight Sparkle said with a frown.

"I got it!" Fluttershy said brightening up. "We could make a catapult and launch someone through that window so they can get inside and get rid of the magical barrier!"

"Allow me to unlock it from the inside." Sophie said, anxious to get Howl back.

* * *

Inside, Maleficent proceeded in tying Howl to a chair. Howl glared at the Heartless who were more interested in ripping him apart than holding him hostage.

"My Heartless won't attack unless I instruct them to." Maleficent explained calmly.

"So if I were you, I would behave." Stealth said cruelly.

"Just wait! When Mr. Black, Mr. White, and my parents find out about this, you're going to jail! And better still, when Sophie and her friends come to rescue me, you're asking for a real defeat!" Howl yelled angrily.

"Oh, I'm so scared." Maleficent said sarcastically then she said. "Give it up! My magical barrier will keep them out. So don't rely on those traitors to help you!"

* * *

Outside, the catapult was finished. Sophie was put into a football helmet then loaded into the catapult's basket.

"You ready, Sophie?" Rainbow Dash asked her friend.

"Ready!" Sophie said.

"Ready, Squidward?" Rainbow Dash asked, looking up at Squidward.

"Farewell, Dulcinea!" Squidward said dramatically.

"SQUIDWARD!" yelled the others annoyed.

"Morons." Squidward mumbled.

"Drumroll, please," Rainbow Dash requested.

Pinkie Pie, with a drum set and dirty dishes used as cymbals that appeared strangely from out of nowhere, did a drum roll.

"NOW!" Rainbow Dash shouted.

Squidward jumped onto one end of the catapult and launched Sophie.

"WHOOOOOOOAAAA!" exclaimed Sophie as she was sent flying into the air and into the window. Three Barbaloots held up score cards, labeled '10,' '10,' and '9.'

* * *

Inside, Maleficent heard a crash then turned to her minions.

"See what that is" she ordered.

The Heartless obeyed and went out to investigate.

* * *

In another part of the warehouse, Sophie got out of the football helmet and began looking for the magical barrier. As she searched, she spotted some familiar figures: the Heartless. She stopped and stepped back a bit. She heard a pop and realized, much to her horror as she looked down, that she'd stepped on some bubble wrap.

"Hey, what's that?" Beast asked turning to the direction of the noise.

As Beast went in Sophie's direction, she thought quickly. Then she saw a metal canister far away from where she was and threw a pipe at it. The sound caught Stealth's attention.

"C'mon, Beast!" ordered Stealth as he went to the source of the sound. Beast turned and followed the Stealth Sneak. Sophie, relieved that she was safe for now, continued and found a door. She unlocked the door, removing the magical barrier.

"Nice work, Sophie" Garfield cheered from outside as he heard the door being unlocked.

Squidward opened the door and was about to go in but Patrick pulled him back.

"Hey! There's a lady present!" scolded Patrick, then he stepped aside, doing a 'ladies first' gesture to Angelica.

Angelica smiled. "Well, at least someone here have some manners."

The others rolled their eyes as Patrick said to Angelica, "After you, my sweet princess."

Soon, the gang was coming in a few steps into the hideout.

"Try to be quiet as possible. We don't want to be caught." instructed Rainbow Dash.

Suddenly they were stopped by a scream and unfortunately, this same scream caught the Heartless' attention. Everyone turned and saw a shocked Angelica.

"I broke a nail!" groaned Angelica as she showed the group her broken fingernail.

"Oh for crying out loud, get over it, brat." snapped Squidward.

"What do you call my girl?" snapped Patrick at Sally angrily.

"Hold it!" Rainbow Dash exclaimed then pointed to a green orb nearby.

"One of Maleficent's green orbs. If she sees us from those, we're dead." Spike said horribly.

"Patrick!" Rainbow Dash nodded to the orb.

"Got it." Patrick managed to disable the orb though not without getting a mild shock.

* * *

In her office, Maleficent was on the phone speaking to Mr. Black and Mr. White while Howl tried to get free.

"Very funny, Mr. Black and Mr. White, very funny, but please put his father on the phone. It's about his son." Maleficent told Mr. Black and Mr. White on the phone.

Howl sighed sadly and looked up. A smile came on his face as he saw Sophie walking behind Rainbow Dash on one of the magic mirror images and luckily, Maleficent didn't see it.

"She's safe." Howl said in relief and love.

* * *

Two minutes later, the group was outside Maleficent's office.

"There it is." said Twilight Sparkle, overlooking the scene.

"So how do we do this? That nut will kill us the moment she sees us." Pinkie Pie pointed out, nodding to Maleficent's office.

Rainbow Dash gathered everyone. "Okay, here's the plan…."

* * *

Later, Beast smelled something.

"Hey, you smell that?" he asked Stealth.

Stealth sniffed and smirked. "Yeah. Party time."

They walked off.

* * *

Meanwhile, Spike was wearing a pizza delivery suit complete with a hat while standing on SpongeBob's shoulders and while being given an empty pizza box by Rainbow Dash.

Soon Spike and SpongeBob went to the door to Maleficent's office and Spike knocked on it.

"What?" Maleficent asked in surprise, turning to the direction of the door. Spikes held up the pizza box for the villain to see. Since the hat was shadowing Spike's face, Maleficent couldn't tell who it was.

"I didn't order any pizza," yelled Maleficent as she got out her scepter and went to the door.

"Let's get outta here!" exclaimed SpongeBob as he and Spike ditched the pizza delivery suit and ran off with Pinkie Pie, Garfield, Patrick, and Squidward to hide. Maleficent then left her office and went to find the 'pizza man'. When she did, Rainbow Dash, Sophie, Twilight Sparkle, Applejack, Rarity, Fluttershy, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots got into the office quickly.

In the office, Howl looked like he was about to lose hope when...

"Howl!"

Howl turned and smiled as he saw something.

"Sophie!" said Howl happily as Sophie leapt on his shoulder and nuzzled his cheek with her own. "I thought I'd never see you again!"

"Same here, Howl. Same here," sighed Sophie happily.

* * *

In another part of the hideout, Patrick and his group stopped.

"We lost them," said SpongeBob in relief. "Good work, guys."

Suddenly they heard a familiar noise.

"Please someone tell me that was their stomach" groaned Garfield.

The group turned and sure enough saw 2 familiar Heartless.

"Well, well. Looks like this gang has gotten lost." Stealth said in an amused smirk. "Or maybe you're here to save little mister heir."

"Lunchtime," Beast said cruelly as he and Beast got closer.

"Hey! Up here!" The villains looked up upon hearing the face and saw Angelica above up them. Suddenly the girl dropped a net and cloth on the Heartless, trapping them.

"Oh silly me. I dropped them." Angelica giggled happily.

"Alright! What a girl!" exclaimed Patrick.

"Let's get lost before the goon squad get out." Pinkie Pie exclaimed as she and her friends ran towards Maleficent's office and got in.

* * *

Inside, Twilight Sparkle closed the door and used her unicorn magic to seal the door shut.

Then Rainbow Dash began giving orders. "Squidward, keep an eye on those magic mirror images."

Squidward nodded and jumped into Maleficent's chair and looked at the magic mirror images. Fluttershy began cutting Howl's ropes.

Rainbow Dash looked around hoping to find an idea to use.

* * *

Meanwhile, Maleficent found her minions still trapped.

"What is this, a slumber party?" yelled Maleficent, removing the net and cloth.

"Mistress, Rainbow Dash, the cat, and those fools from the warehouse are here!" yelled Stealth frantically. "They're on their way to your office now."

Maleficent snarled then headed to her office with her minions following.

Inside the office, Rainbow Dash went to Maleficent's desk.

"Squidward, is the coast clear? Uh Squidward," Rainbow Dash asked. Then she saw, to her annoyance, that Squidward was watching Swan Lake on a magic mirror image. He saw Rainbow Dash's annoyed look.

"What? It's a good show." protested Squidward.

Annoyed, Rainbow Dash hit the magic mirror image and then an image of Maleficent and her minions coming down the hall in at an alarming rate appeared.

"What are we going to do?" Fluttershy asked Rainbow Dash.

Spike looked up and saw a pulley. He pointed to it and said, "Hey, maybe we could use that pulley up there?"

"Patrick, hotwire," Rainbow Dash ordered Patrick.

"No way! I am not getting myself electrocuted like the last time!" yelled Patrick angrily.

"Good luck, Mon amour" Angelica said, getting Patrick's attention.

"Huh?"

"I'll be waiting." Angelica said seductively.

Patrick smiled. "Anything for you, babe!"

Patrick jumped onto a bunch of boxes and slowly climbed up to the mechanic part of the pulley.

Maleficent had arrived outside her office and tried to open her door. She grew angry as she saw that not only that it wouldn't open, but also it was magic sealed shut.

"What's going on? Open up this door, boy" snarled Maleficent as Patrick got the plugs ready. "Open up, now!"

"Hurry up, Patrick." Rainbow Dash called out worried and impatient.

Soon Patrick plugged in one of the wires and the pulley went down and grabbed onto the chair.

"Pile on the chair!" yelled Rainbow Dash as she, the gang, along with Sophie, Garfield, Odie, the Lorax, Barbaloots, Swomee Swans, Humming Fishes, and Angelica, grabbed onto the chair as it was lifted quickly into the air. Suddenly the door was blasted open and Maleficent and her minions barged in.

Seeing this, Maleficent growled angrily and fired a blast at the electric box, sending the chair crashing onto a long ramp. The gang slid down it and yelled like they were on a ride. But when the ride stopped when they got to the end, they all screamed in horror.

The dark sorceress was blocking the only exit.

Maleficent smirked as she held her scepter and said, "This has been fun but the party is over."

But suddenly an explosion knocked over one of the walls and a familiar horse pulling a familiar bus came in. The good guys looked and, when the doors opened, saw Flynn holding Max's reins.

"Get in!" Flynn yelled. The gang didn't need a second invite as they got into the bus.

"Step on it, Eugene!" Rapunzel called as Flynn urges Max to pull the bus.

Maleficent watched angrily as the bus zoomed out of her hideout.

"This isn't over yet!" yelled the dark sorceress.

On the highway, the gang watched as the Heartless chased after the bus. Patrick could not help but make fun of them as he looked out the bus's back part.

"Hey, you're ugly! And you're uglier than he is. And you're the Revenge of the Ugly. And you're Ugly Wars Part IV: A New Ugly!"

But the laughter came to an end as they saw a car, which looked like the model Flynn had broken back in Maleficent's office, zooming after them. Pipsqueak looked from the back of the bus and waved cheerfully at Maleficent's car before giggling. Odie gasped and quickly pulled Pipsqueak back into the bus.

"Dun-dun-dunnnnnn," three Humming Fish hummed as they watched the car following them.

Soon the chase was on with death getting closer.


	13. The Final Battle

**Ch.12-The Final Battle**

The gang found themselves chased down a street by a pursuing Maleficent and her car.

Another blast Maleficent's scepter as she shot from her car caused the back end of the bus to be blasted off.

"Everyone stay in their seats and keep their arms, legs, and themselves in the bus at all times." said Rapunzel nervously over the intercom as the bus nearly gets hit by another blast.

Flynn quickly urged Max to make a turn down a bunch of steps that lead to the subway. Angelica looked out the back and screamed maniacally. Rapunzel looked and saw why. Maleficent's car was racing down the steps after them.

"Eugene, get on the subway tracks!" she ordered quickly. Flynn turned Max's reins and Max pulled onto the tracks. Then the bus sped off. Meanwhile, two men, one of them is reading a newspaper, the other seeing this, were in a conversion.

"Now there's something you don't see every day, Chauncey." mumbled the observing guy.

"What's that, Edgar?" asked Chauncey not looking from his paper.

"A bus being pulled by a horse went down a subway tunnel."

Soon Maleficent's car drove onto the tracks. The evil sorceress impatiently pulled the level to the '2' notch, making the car's wheels spin until the tires got shredded and went after the heroes in pursuit.

"Now there's something else you don't see every day, Chauncey." said Edgar.

"What's that, Edgar?" asked Chauncey.

"A car drove onto the tracks going after the bus being pulled by the horse."

"You are observable, aren't ya, Edgar?"

(Author's note: Edgar and Chauncey are two guys from Rocky and His Friends who makes cameos on the show. These two have the "don't see everyday" conversion every time something interesting happens.)

As the bus made its getaway, the gang saw Maleficent's car coming after them and yelled at it angrily while getting their weapons out. Suddenly another blast from Maleficent's wand rattled the bus hard causing Howl to fall out.

"Howl!" Sophie cried in horror.

The boy landed on the windshield of Maleficent's car. Suddenly the windshield broke and Maleficent grabbed Howl by his arm.

Upset, Sophie jumped onto Maleficent's arm and bit it hard. Maleficent yelled in pain and threw Sophie into the backseat. As she recovered, she saw Stealth and Beast looking at her with evil smirks on their faces.

"Sophie! Cover me, everyone!" yelled Rainbow Dash as she jumped right into the backseat of Maleficent's car.

Just as Stealth was about to blast Sophie, Rainbow Dash suddenly tackled him. The battle ends up with both falling out the back window. Stealth fell off the car onto the tracks that ends up electrocuting him, killing him in the process.

Rainbow Dash heard a chuckle behind her and turned just in time to get pinned down by the neck by Beast. "Oh how I waited so long for this. Time to die!" laughed Beast as he began his attempt to push Rainbow Dash onto the tracks.

But then Sophie jumped in quickly and head-butted Beast yelling, "NO!"

Beast suddenly went flying onto the tracks to his doom. Sophie got tired and began to fall but Rainbow Dash grabbed her in the nick of time.

"You are one lucky kid." Rainbow Dash said with a smirk.

Soon the chase continued onto a big bridge. Howl, freed from Maleficent's hold, was on the hood hanging on for dear life, holding his hand out in hopes someone would grab it.

"Someone, anyone! Help!" Howl cried in a panic.

"Hold on, Howl!" yelled Flynn as he left Max's reins to go to the back. Then he, with Rapunzel, Twilight Sparkle, Fluttershy, and Applejack's help, extended himself a bit.

With the controls vacate, Patrick smirked devilishly. "All right, Joyride!" squealed Patrick as he took the reins and made wheel sounds.

Maleficent, recovered from Sophie's bite, grabbed Howl. "Someone HELP!" he exclaimed.

Garfield heard a train noise and turned and looked horrified as the Twilight Town Express, the fastest and sometimes impossible to brake for anything train ever, was heading towards them. Everyone but Maleficent and Howl screamed in alarm. "Oh that's bad," the Lorax said as they saw the train coming while Pipsqueak hugged Odie's leg as he whimpered. Then three Humming Fishes sitting nearby began humming the funeral march.

Humming Fishes: **Dum-Dum-dum dum-dum-dum-dum dum dum dum dum.**

"Save me, Patrick!" screamed Angelica, holding onto Patrick's arm for dear life.

Patrick, annoyed, got Angelica off and yelled, "Hey, GET OFF MY BACK, LADY! I'M DRIVING HERE!"

As Howl continued to be held by a mad Maleficent, Rainbow Dash and Sophie jumped in and attacked Maleficent, making her let go of Howl who quickly jumped into Rapunzel's arms and back into the bus.

Furious, Maleficent got the pair off and got her scepter out and fired a killing spell.

The spell hit Sophie head on, causing the cat to be blasted off the car, bridge, and into the water below.

"SOPHIE!" Everyone shouted in horror.

With the Twilight Town Express coming closer, Flynn yelled frantically. "Pull the lever! Pull the lever!"

"What lever?" SpongeBob yelped as he goes up front very fast and looks at the control panel.

"Pull the lever!"

Suddenly a sign appeared from out of nowhere and a buzzing noise was heard as it pointed to a lever on the control panel. The sign said, 'This lever, stupid.'

SpongeBob, not needing another hint, pulled the lever. Suddenly the bus dodged the train in time.

Rainbow Dash, seeing the train coming, yelled out. "Everyone off!"

Rainbow Dash jumped off the car into the water. Maleficent looked around in confusion and turned, just in time to see the train almost on her. Her eyes widened in horror as she realized that she was too late to make an escape of her own.

And it was true as the train destroyed the car with Maleficent in it. Both car and body burned away, ending the dark sorceress's life for good.

Once Rainbow Dash landed in the water, she wasted no time as she began to search for Sophie.

"Sophie! Sophie!" the Pegasus yelled out. "Where are ya, kid? Oh man, if anything's happened to you, I will never forgive myself!"

She then saw something that made her gasp in horror.

* * *

Once the train has come and gone, everyone (well, almost) got out of the bus and saw the smoking remains of Maleficent's car.

"Is she gone?" Rapunzel asked.

"Yep. Maleficent's dead, Rapunzel. Maleficent's dead." Flynn said nodding.

"But where's Sophie?" Howl asked looking around for her and Rainbow Dash.

"I hope she's okay." Fluttershy said hopefully.

Suddenly, Odie spotted something. He began barking and they saw a figure coming their way. They now saw Rainbow Dash arriving hurt but okay. On her back, she was carrying Sophie who looked… dead.

"Sophie!" cried Howl as he ran over. A sad Rainbow Dash gave the motionless Sophie to Howl. He gasped as he saw a mark on Sophie's forehead.

"I'm sorry, Howl. Maleficent hit Sophie with a killing spell. No one could survive that." Rainbow Dash said sadly.

"No! She can't die!" Howl cried in horror.

Everyone else looked on sadly. Pipsqueak looked at the Lorax for an explanation, but the Lorax's sad look was all that needed to be conveyed about what had happened and Pipsqueak started sniffling sadly while Lou was crying.

"Sophie, don't go." said Howl with a sniff as he hugged Sophie softly. He then whispered, "I love you."

Just as things were hopeless, something happened; the motionless Sophie was covered in a light and flew out of a surprised Howl's hands, the body covered by light. As everyone watched in surprise, the light exploded and something came out.

As everything cleared, they saw a 18-year-old girl who had short silver hair and brown eyes. She wore a blue dress and brown boots. Sophie was human again.

"Howl" said Sophie as she stood up. "It's me."

Howl looked at Sophie trying to recognizing her. But upon looking into her eyes, he smiled. "Sophie! It is you! I thought I lost you forever." He gave her a tight hug.

"Well, I'm still here." Sophie said with a smile.

When Howl let go of Sophie, the two looked at each other romantically. Their faces begin to lean closer.

The two looked at each other and then their faces came closer again. They then kissed a long and romantic kiss.

"Oh, I loved a happy ending," said Rapunzel happily. She held onto Flynn's hand and the two looked at each other smiling. They then leaned towards each other and kissed as well.

Everyone else cheered as they watched this because of the following: Maleficent was gone for good, Sophie was alive and back to herself, and the kissing scene.

"Hey, does this give you any ideas, Angelica?" Patrick turned to ask Angelica. But Angelica wasn't nearby. He looked and, sure enough, saw her still in the bus, horrified and all messed up. She calmed down and collapsed onto the bus floor.

After Sophie and Howl stopped kissing, the once again human smiled at her new boyfriend before looking at Pipsqueak as he tugged on her dress and picked him up. "Come on. Let's go home." Sophie said smiling.


	14. The End

**Ch.13-The End**

The following day after Howl's rescue, the gang was invited to his birthday party. They had since recovered from the events of last night. At the party, everything was singing while the Humming Fishes hummed.

Everyone: **Happy birthday, to you**

**Happy birthday, to you**

**Happy birthday dear Howl,**

**Happy birthday to you!**

"Make a wish and blow out the candles, Howl" said Mr. Black.

Smiling, Howl blew his candles out and everyone cheered.

"Who wants some cake?" Howl called out.

Lou cheerfully jumped up and down while Squidward smiled but then he frowned upon hearing music in the next room. He turned frowning as he saw Patrick and Angelica dancing to music.

"Keep the pace, girl! Up and down, and three back steps to the side." instructed Patrick.

Angelica giggled then said, "You dance divinely, Patrick."

In the kitchen, Flynn, Mr. Black, and Mr. White were watching Adam Sandler fight Ben Stiller on Celebrity Deathmatch. Rapunzel and Garfield looked on in a mix of amusement and annoyance.

"Come on! Tackle him, Adam! Rip 'is head off like a football!" yelled Mr. white.

"Man, he's cheating! COME ON, BEN! BEAT HIM!" yelled Flynn.

Suddenly the phone rang. Mr. Black calmed down long enough to answer it. "'Hello? Oh, Mr. Mario! You're coming tomorrow? Wonderful! Howl will be happy to see you!" Mr. Black said, waiting impatiently to hang up. "Very good. Goodbye."

Mr. Black hung up the phone and went crazy by the fighting on the TV again. "MURDER 'IM!"

As Garfield and Rapunzel watched on in amusement, Adam Sandler managed to kill off Ben Stiller by kicking his head off like a football. Mr. Black and Mr. White laughed that they had won.

"I believe you owe us $100, Flynn." Mr. White said with a smile, holding a hand out.

Flynn chuckled as he handed the money to Mr. White.

In the living room, Howl was opening his presents the gang had given him just as Flynn and Rapunzel came in.

"Time to go everyone." Flynn announced.

"Howl, do you have anything to say?" Mr. Black asked, coming in with Mr. White and Garfield.

Howl smiled and said, "Oh yes. Thanks for the presents, everyone. They were great!" Howl then shook Rainbow Dash's hand. Of course, the gifts were mostly junk or weird things but he liked them. But most of all, he likes the biggest gift of them all... His love, Sophie.

Later, the gang said their good-byes and left. Patrick was about to leave but Angelica spoke up. "Patrick, can I speak to you...alone?" Angelica asked with a warm smile.

"Privately? Sweet," Patrick said with a smirk as he followed the girl upstairs. He turned to the others. "Oh, I'll catch up with you guys later. My babe and I gotta talk."

As Patrick followed his 'girlfriend' up the stairs, Angelica said. "You know, you're not so bad for a pink blob. Of course, you need some grooming.

"Wait, grooming?" Patrick asked surprised and nervous.

"That's it! We'd start with a bath." Angelica said smoothly as she continued up the stairs.

"Bath?" Patrick said more confused as usual.

* * *

Outside, the gang was saying their farewells to Sophie.

"See you, Sophie." Spike said giving his friend a hug.

"Gee, I'm going to miss you guys." Sophie said with a sigh.

"Oh, Sophie, we shall meet again." Squidward said dramatically.

Fluttershy hugged Sophie. "We'll see you around sometime," she said with a smile.

After a while of hugging, the others (except Patrick and Rainbow Dash) got into the bus where Flynn and Rapunzel waited. The couple then smiled and gave Sophie a hug.

"Remember, Sophie. If you need us for anything, we are always ready" said Flynn with a smile.

Soon the couple got into the bus.

"Say, Sophie. Want to hang out or anything before..."

Rainbow Dash was interrupted as a familiar yell was heard. The pair looked and saw a familiar figure running out the door and to them. To their amusement, the figure was Patrick, dressed in a sailor suit. Patrick was all freaked out as he hid behind Rainbow Dash.

"Hey did you see her, you guys?" Patrick yelped in fear.

Rainbow Dash laughed along with Sophie.

"What happened to you?" Rainbow Dash asked.

"I gotta get away from her! She's crazy!" yelled Patrick as he ripped his clothes off.

"Patrick, PATRICK!"

After getting the clothes off and back into his usual ones, he looked up and screamed upon seeing Angelica smiling from her balcony. He shook Sophie's hand quickly. "Bye, Sophie! Hey, guys, wait up!" Patrick yelled as he ran after the bus that drove off.

"PATRICK FANCY SMART STAR! You get your butt back here right now!" yelled Angelica angrily from her balcony.

"Whoa. Hey Sophie. Think you could handle the champ?" Rainbow Dash asked Sophie with a smile.

"No problem." Sophie said smiling back.

She held out a hand as if wanting a five from Rainbow Dash. Just before the Pegasus could give her one, Sophie pulled her hand back and pointed behind her with a smirk. Rainbow Dash was impressed. Sophie had learned from her.

"Kid, you aren't bad...for a former cat." chuckled Rainbow Dash. Then she walked off. "Tell you what, we'll keep a spot open for you in the gang. Vice president. Uptown chapter. Later, kid!"

Rainbow Dash jumped onto a roof of a bus.

As Sophie looked on with a smile, Rainbow Dash winked at her with a grin and began to sing.

Rainbow Dash: **Why should I worry?**

As she sang, Howl came out and he, Mr. Black, Mr. White, Garfield, Odie, the Lorax, Pipsqueak, Swomee Swans, Humming Fishes, the rest of the Barbaloots and Sophie waved goodbye.

"Bye! Bye!" said the six waving goodbye while Odie, Pipsqueak, Swomee Swans, Humming Fishes, and the rest of the Barbaloots waved goodbye also.

"What friendly people." chuckled Mr. Black.

"True, but weirder than your usual people," Mr. White added.

**Tell me why should I care?**

**Say, I may not have a dime**

Soon Twilight Sparkle, Fluttershy, Rarity, Applejack, and Spike got on the roof of the bus and sang along with Rainbow Dash.

Rainbow Dash/Twilight Sparkle/Fluttershy/Rarity/Applejack/Spike: **But I got street savoir faire**

**Why should we worry?**

Soon SpongeBob and Squidward got on the bus and sang along as well.

The gang so far: **Why should we care?**

**We may not have a dime**

**But we've got street savoir faire**

They stopped as they heard familiar singing. They turned to see Patrick and Pinkie Pie on top of a police car, playing the lights like drums as they sang.

Patrick/Pinkie Pie: **Why should we worry?**

**Why should we care?**

**It's just be-bopulation**

Patrick and Pinkie Pie soon jumped onto the bus and danced along.

**We got street savoir faire**

Rainbow Dash and Pinkie Pie turned to see Lin Chung and Might Ray (Hero 108) in the car next to them. Rainbow Dash and Pinkie drooled a bit. Twilight Sparkle and Applejack rolled their eyes and tugged Rainbow Dash and Pinkie Pie away by their tails. Soon the whole gang jumped from car to car as Rainbow Dash sang.

Rainbow Dash: **The rhythm of the city**

**Boy, once you get it down**

**Then you can own this town**

Entire gang: **You can wear the crown!**

The gang leapt into the air and landed inside the bus. Flynn grinned and everyone inside the bus continued singing as they drove off.

Everyone: **Why should we worry?**

**Why should we care?**

**It's just doo-wopulation**

**We got street savoir faire**

**Why should we worry?**

**Why should we care?**

**And even when we cross that line**

**We got street savoir faire**

**Woo-ooo-Woo-hoo-oo**

**Woo-ooo-Woo-hoo-oo**

**Woo-ooo-Woo-hoo-oo**

THE END!


End file.
